2005 Nevada Revised Statutes - Chapter 78 — Private Corporations

Title 7 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES

CHAPTER 78 - PRIVATE CORPORATIONS

GENERAL PROVISIONS

NRS 78.010 Definitions;construction.

NRS 78.015 Applicabilityof chapter; effect on corporations existing before April 1, 1925.

NRS 78.020 Limitationson incorporation under chapter; compliance with other laws.

NRS 78.025 Reservedpower of State to amend or repeal chapter; chapter part of corporationscharter.

NRS 78.026 Formrequired for filing of records.

NRS 78.027 Corporaterecords: Microfilming; imaging; return.

NRS 78.028 Filingof records written in language other than English.

NRS 78.029 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.

NRS 78.0295 Correctionof inaccurate or defective record filed with Secretary of State.

NRS 78.0297 Corporaterecords: Manner of storage; conversion into clear and legible paper form;admissibility in evidence.

NRS 78.0298 Recordsor signatures maintained by corporation.

FORMATION

NRS 78.030 Filingrequirements.

NRS 78.035 Articlesof incorporation: Required provisions.

NRS 78.037 Articlesof incorporation: Optional provisions.

NRS 78.039 Nameof corporation: Distinguishable name required; availability of name of revoked,merged or otherwise terminated corporation; regulations.

NRS 78.040 Nameof corporation: Reservation; injunctive relief.

NRS 78.045 Articlesof incorporation: Approval or certification required before filing of certainarticles or amendments.

NRS 78.050 Commencementof corporate existence.

NRS 78.055 Acceptableevidence of incorporation.

POWERS

NRS 78.060 Generalpowers.

NRS 78.065 Adoptionand use of corporate seal or stamp.

NRS 78.070 Specificpowers.

NRS 78.075 Railroadcompanies: Powers.

NRS 78.080 Railroadcompanies: Rights-of-way granted by the State, counties and municipalities;limitations; reversion on abandonment; duties of companies.

NRS 78.085 Railroadcompanies: Filing and recording of certified maps and profiles.

REGISTERED OFFICE AND RESIDENT AGENT

NRS 78.090 Residentagent required; address of registered office; powers of bank or corporation whois resident agent; penalty for noncompliance; service upon resident agent inlieu of corporation.

NRS 78.095 Changeof address of resident agent and registered office.

NRS 78.097 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

NRS 78.105 Maintenanceof records at registered office; inspection and copying of records; civilliability; penalties.

NRS 78.107 Denialof request for inspection of records; defense to action for penalties ordamages; authority of court to compel production of records.

NRS 78.110 Residentagent: Revocation of appointment; change of name.

DIRECTORS AND OFFICERS

NRS 78.115 Boardof directors: Number and qualifications.

NRS 78.120 Boardof directors: General powers.

NRS 78.125 Committeesof board of directors: Designation; powers; membership.

NRS 78.130 Officersof corporation: Selection; qualifications; terms; powers and duties; filling ofvacancies.

NRS 78.135 Authorityof directors and representatives of corporation.

NRS 78.138 Directorsand officers: Exercise of powers; performance of duties; presumptions andconsiderations; liability to corporation and stockholders.

NRS 78.139 Directorsand officers: Duties, presumptions and powers when confronted with change orpotential change in control of corporation.

NRS 78.140 Restrictionson transactions involving interested directors or officers; compensation ofdirectors.

ANNUAL LIST; DEFAULTING CORPORATIONS

NRS 78.150 Filingrequirements; fees; powers and duties of Secretary of State.

NRS 78.153 Additionalfiling requirements for certain corporations: Criteria; statement; fees.

NRS 78.155 Certificateof authorization to transact business.

NRS 78.165 Addressesof officers and directors required; failure to file.

NRS 78.170 Defaultingcorporations: Identification; reinstatement of corporation which isunit-owners association; penalty.

NRS 78.175 Defaultingcorporations: Duties of Secretary of State; revocation of charter andforfeiture of right to transact business; distribution of assets.

NRS 78.180 Defaultingcorporations: Conditions and procedure for reinstatement.

NRS 78.185 Defaultingcorporations: Reinstatement under old or new name; regulations.

STOCK AND OTHER SECURITIES; DISTRIBUTIONS

NRS 78.191 Distributiondefined.

NRS 78.195 Issuanceof more than one class or series of stock; rights of stockholders.

NRS 78.1955 Establishmentof matters regarding class or series of stock by resolution of board ofdirectors.

NRS 78.196 Requiredand authorized classes or series of stock; shares called for redemption.

NRS 78.197 Rightsof persons holding obligations of corporation.

NRS 78.200 Rightsor options to purchase stock.

NRS 78.205 Fractionsof shares: Issuance; alternatives to issuance.

NRS 78.2055 Decreasein number of issued and outstanding shares of class or series: Resolution byboard of directors; approval by stockholders; rights of stockholders.

NRS 78.207 Changein number of authorized shares of class or series: Resolution by board ofdirectors; approval by stockholders; rights of stockholders.

NRS 78.209 Changein number of authorized shares of class or series: Filing and effectiveness ofcertificate of change; amendment of articles of incorporation.

NRS 78.211 Considerationfor shares: Authority of board of directors; effect of receipt; corporateaction pending receipt in future.

NRS 78.215 Issuanceof shares for consideration or as share dividend.

NRS 78.220 Subscriptionsfor corporate shares: Payment; default; irrevocability.

NRS 78.225 Stockholdersliability: No individual liability except for payment for which shares wereauthorized to be issued or which was specified in subscription agreement.

NRS 78.230 Liabilityof holder of stock as collateral security; liability of executors,administrators, guardians and trustees.

NRS 78.235 Stockcertificates: Validation; facsimile signatures; uncertificated shares andinformational statements; replacement.

NRS 78.240 Sharesof stock are personal property; transfers.

NRS 78.242 Restrictionson transfer of stock.

NRS 78.245 Corporatestocks, bonds and securities not taxed when owned by nonresidents or foreigncorporations.

NRS 78.250 Cancellationof outstanding certificates or change in informational statements: Issuance ofnew certificates or statements; order for surrender of certificates; penaltiesfor failure to comply.

NRS 78.257 Rightof stockholders to inspect, copy and audit financial records; exceptions; civiland criminal liability; penalty.

NRS 78.265 Preemptiverights of stockholders in corporations organized before October 1, 1991.

NRS 78.267 Preemptiverights of stockholders in corporations organized on or after October 1, 1991.

NRS 78.275 Assessmentson stock: Levy and collection; sale after default in payment.

NRS 78.280 Purchaseby corporation of its own stock at assessment sale when no other availablepurchaser.

NRS 78.283 Treasuryshares: Definition; limitations; retirement and disposal.

NRS 78.288 Distributionsto stockholders.

NRS 78.300 Liabilityof directors for unlawful distributions.

NRS 78.307 Investmentcompany and open-end investment company defined; redemption of shares byopen-end investment company.

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 78.310 Stockholdersand directors meetings: Location; authority to call.

NRS 78.315 Directorsmeetings: Quorum; consent for actions taken without meeting; participation bytelephone or similar method.

NRS 78.320 Stockholdersmeetings: Quorum; consent for actions taken without meeting; participation bytelephone or similar method.

NRS 78.325 Actionsat meetings not regularly called: Ratification and approval.

NRS 78.330 Directors:Election; terms; classification; voting power.

NRS 78.335 Directors:Removal; filling of vacancies.

NRS 78.340 Failureto hold election of directors on regular day does not dissolve corporation.

NRS 78.345 Electionof directors by order of court upon failure of regular election.

NRS 78.347 Applicationby stockholder for order of court appointing custodian or receiver; authorityof custodian.

NRS 78.350 Votingrights of stockholders; determination of stockholders entitled to notice of andto vote at meeting.

NRS 78.352 Votingrights: Persons holding stock in fiduciary capacity; persons whose stock ispledged; joint owners of stock.

NRS 78.355 Stockholdersproxies.

NRS 78.360 Cumulativevoting.

NRS 78.365 Votingtrusts.

NRS 78.370 Noticeto stockholders.

NRS 78.375 Waiverof notice.

ACQUISITION OF CONTROLLING INTEREST

NRS 78.378 Applicability;imposition of stricter requirements; protection of corporation and itsstockholders.

NRS 78.3781 Definitions.

NRS 78.3782 Acquiringperson defined.

NRS 78.3783 Acquisitiondefined.

NRS 78.3784 Controlshares defined.

NRS 78.3785 Controllinginterest defined.

NRS 78.3786 Fairvalue defined.

NRS 78.3787 Interestedstockholder defined.

NRS 78.3788 Issuingcorporation defined.

NRS 78.3789 Deliveryof offerors statement by acquiring person; contents of statement.

NRS 78.379 Votingrights of acquiring person; meeting of stockholders; statements to accompanynotice of meeting.

NRS 78.3791 Approvalof voting rights of acquiring person.

NRS 78.3792 Redemptionof control shares.

NRS 78.3793 Rightsof dissenting stockholders.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 78.380 Amendmentof articles before issuance of voting stock.

NRS 78.385 Scopeof amendments.

NRS 78.390 Amendmentof articles after issuance of stock: Procedure.

NRS 78.403 Restatementof articles.

COMBINATIONS WITH INTERESTED STOCKHOLDERS

NRS 78.411 Definitions.

NRS 78.412 Affiliatedefined.

NRS 78.413 Associatedefined.

NRS 78.414 Beneficialowner defined.

NRS 78.416 Combinationdefined.

NRS 78.417 Commonshares defined.

NRS 78.418 Control,controlling, controlled by and under common control with defined;presumption of control.

NRS 78.421 Dateof announcement defined.

NRS 78.422 Dateof consummation defined.

NRS 78.423 Interestedstockholder defined.

NRS 78.424 Marketvalue defined.

NRS 78.426 Preferredshares defined.

NRS 78.427 Residentdomestic corporation defined.

NRS 78.428 SecuritiesExchange Act defined.

NRS 78.429 Sharedefined.

NRS 78.431 Subsidiarydefined.

NRS 78.432 Votingshares defined.

NRS 78.433 Applicability:Generally.

NRS 78.434 Applicability:Election not to be governed by provisions.

NRS 78.436 Applicability:Combination with inadvertent interested stockholder.

NRS 78.437 Applicability:Combination with interested stockholder as of certain date.

NRS 78.438 Combinationprohibited within 3 years after stockholder becomes interested; exception;action on proposal.

NRS 78.439 Authorizedcombinations: General requirements.

NRS 78.441 Authorizedcombinations: Consideration to be received by disinterested holders of commonshares.

NRS 78.442 Authorizedcombinations: Consideration to be received by disinterested holders of class orseries of shares other than common shares.

NRS 78.443 Authorizedcombinations: Required form and distribution of consideration.

NRS 78.444 Authorizedcombinations: Restrictions on beneficial ownership of additional voting sharesby interested stockholder.

SALE OF ASSETS; DISSOLUTION AND WINDING UP

NRS 78.565 Sale,lease or exchange of assets: Authority; vote of stockholders.

NRS 78.570 Saleof property and franchise under decree of court.

NRS 78.575 Procedurefor dissolution before payment of capital and beginning of business.

NRS 78.580 Procedurefor dissolution after issuance of stock or beginning of business.

NRS 78.585 Continuationof corporation after dissolution for winding up business; limitation on actionsby or against dissolved corporation.

NRS 78.590 Trusteesof dissolved corporation: Powers of directors.

NRS 78.595 Trusteesof dissolved corporation: Authority to sue and be sued; joint and several responsibility.

NRS 78.600 Trusteesor receivers for dissolved corporations: Appointment; powers.

NRS 78.605 Jurisdictionof district court.

NRS 78.610 Dutiesof trustees or receivers; payment and distribution to creditors andstockholders.

NRS 78.615 Abatementof pending actions; substitution of dissolution trustees or receivers.

NRS 78.620 Dissolutionor forfeiture of charter by decree of court; filing.

INSOLVENCY; RECEIVERS AND TRUSTEES

NRS 78.622 Reorganizationunder federal law: Powers of corporation.

NRS 78.630 Applicationof creditors or stockholders of insolvent corporation for injunction andappointment of receiver or trustee; hearing.

NRS 78.635 Appointmentof receiver or trustee of insolvent corporation: Powers.

NRS 78.640 Propertyand privileges of insolvent corporation vest in appointed receiver.

NRS 78.645 Corporationmay resume control upon payment of debts and receipt of capital to conductbusiness; order of court dissolving corporation and forfeiting charter.

NRS 78.650 Stockholdersapplication for injunction and appointment of receiver when corporationmismanaged.

NRS 78.655 Reorganizationof corporation by majority of stockholders during receivership.

NRS 78.660 Powersof district court.

NRS 78.665 Receiverto take possession of corporate assets upon court order.

NRS 78.670 Inventory,list of debts and reports by receiver.

NRS 78.675 Creditorsproofs of claims; when participation barred; notice.

NRS 78.680 Creditorsclaims to be in writing under oath; examination of claimants.

NRS 78.685 Actionon creditors claims; appeal of disallowed claims.

NRS 78.695 Substitutionof receiver as party; abatement of actions.

NRS 78.700 Salesof encumbered or deteriorating property.

NRS 78.705 Compensation,costs and expenses of receiver.

NRS 78.710 Distributionof money to creditors and stockholders.

NRS 78.715 Actsof majority of receivers effectual; removal and vacancies.

NRS 78.720 Employeesliens for wages when corporation insolvent.

REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS

NRS 78.725 Domesticcorporations in existence on April 1, 1925, may reincorporate under thischapter.

NRS 78.730 Renewalor revival: Procedure; fee; certificate as evidence.

NRS 78.740 Renewalor revival: Status of corporation.

SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS, EMPLOYEES,AGENTS AND STOCKHOLDERS

NRS 78.745 Actionagainst stockholder for unpaid subscriptions; limitation of action.

NRS 78.747 Liabilityof stockholder, director or officer for debt or liability of corporation.

NRS 78.750 Serviceof process on corporations.

NRS 78.7502 Discretionaryand mandatory indemnification of officers, directors, employees and agents:General provisions.

NRS 78.751 Authorizationrequired for discretionary indemnification; advancement of expenses; limitationon indemnification and advancement of expenses.

NRS 78.752 Insuranceand other financial arrangements against liability of directors, officers, employeesand agents.

SECRETARY OF STATE: DUTIES AND FEES

NRS 78.755 Duties:Collection of fees; employment of new technology to aid in performance.

NRS 78.760 Filingfees: Articles of incorporation.

NRS 78.765 Filingfees: Certificate changing number of authorized shares; certificate ofamendment to articles; certificate of correction; certificate of designation;certificate of termination; certificate of withdrawal.

NRS 78.767 Filingfees: Certificates of restated articles of incorporation.

NRS 78.780 Filingfee: Certificate of dissolution.

NRS 78.785 Miscellaneousfees.

MISCELLANEOUS PROVISIONS

NRS 78.795 Registrationof natural person or corporation willing to serve as resident agent forcorporation, limited-liability company or limited partnership.

_________

 

GENERAL PROVISIONS

NRS 78.010 Definitions;construction.

1. As used in this chapter:

(a) Approval and vote as describing action by thedirectors or stockholders mean the vote of directors in person or by writtenconsent or of stockholders in person, by proxy or by written consent.

(b) Articles, articles of incorporation andcertificate of incorporation are synonymous terms and, unless the contextotherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185,78.1955, 78.209, 78.380,78.385, 78.390, 78.725and 78.730 and any articles of merger,conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwiserequires, these terms include restated articles and certificates ofincorporation.

(c) Directors and trustees are synonymous terms.

(d) Receiver includes receivers and trusteesappointed by a court as provided in this chapter or in chapter 32 of NRS.

(e) Record means information that is inscribed on atangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(f) Registered office means the office maintained atthe street address of the resident agent.

(g) Resident agent means the agent appointed by thecorporation upon whom process or a notice or demand authorized by law to beserved upon the corporation may be served.

(h) Sign means to affix a signature to a record.

(i) Signature means a name, word, symbol or markexecuted or otherwise adopted, or a record encrypted or similarly processed inwhole or in part, by a person with the present intent to identify himself andadopt or accept a record. The term includes, without limitation, an electronicsignature as defined in NRS 719.100.

(j) Stockholder of record means a person whose nameappears on the stock ledger of the corporation.

(k) Street address of a resident agent means theactual physical location in this State at which a resident agent is availablefor service of process.

2. General terms and powers given in this chapter arenot restricted by the use of special terms, or by any grant of special powerscontained in this chapter.

[Part 47:177:1925; NCL 1646] + [83:177:1925; A1931, 415; 1931 NCL 1682](NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207;1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 1358, 2722, 3199; 2003, 48, 3077)

NRS 78.015 Applicabilityof chapter; effect on corporations existing before April 1, 1925.

1. The provisions of this chapter apply to:

(a) Corporations organized in this State on or afterOctober 1, 1991, except:

(1) Where the provisions of chapters 80, 84and 89 of NRS are inconsistent with theprovisions of this chapter;

(2) Corporations expressly excluded by theprovisions of this chapter; and

(3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.

(b) Corporations whose charters are renewed or revivedin the manner provided in NRS 78.730.

(c) Corporations organized and still existing underthis chapter before October 1, 1991, or any prior act or any amendment thereto.

(d) Close corporations, unless otherwise provided in chapter 78A of NRS.

(e) All insurance companies, mutual fire insurancecompanies, surety companies, express companies, railroad companies, and publicutility companies now existing and formed before October 1, 1991, under anyother act or law of this State, subject to any special provisions concerningany class of corporations inconsistent with the provisions of this chapter, inwhich case the special provisions continue to apply.

2. Neither the existence of corporations formed orexisting before April 1, 1925, nor any liability, cause of action, right,privilege or immunity validly existing in favor of or against any suchcorporation on April 1, 1925, are affected, abridged, taken away or impaired bythis chapter, or by any change in the requirements for the formation ofcorporations provided by this chapter, nor by the amendment or repeal of anylaws under which such prior existing corporations were formed or created.

[1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943NCL 1600](NRS A 1989, 948; 1991, 1207; 1995, 2094)

NRS 78.020 Limitationson incorporation under chapter; compliance with other laws.

1. Insurance companies, mutual fire insurancecompanies, surety companies, express companies and railroad companies may beformed under this chapter, but such a corporation may not:

(a) Transact any such business within this State untilit has first complied with all laws concerning or affecting the right to engagein such business.

(b) Infringe the laws of any other state or country inwhich it may intend to engage in business, by so incorporating under thischapter.

2. No trust company, savings and loan association,thrift company or corporation organized for the purpose of conducting a bankingbusiness may be organized under this chapter.

[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158;1955, 402](NRS A 1975, 1; 1983, 117; 1997, 1014)

NRS 78.025 Reservedpower of State to amend or repeal chapter; chapter part of corporationscharter. This chapter may be amended orrepealed at the pleasure of the Legislature, and every corporation createdunder this chapter, or availing itself of any of the provisions of thischapter, and all stockholders of such corporation shall be bound by suchamendment; but such amendment or repeal shall not take away or impair anyremedy against any corporation, or its officers, for any liability which shallhave been previously incurred. This chapter, and all amendments thereof, shallbe a part of the charter of every corporation, except so far as the same areinapplicable and inappropriate to the objects of the corporation.

[2:177:1925; NCL 1601]

NRS 78.026 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 26)

NRS 78.027 Corporaterecords: Microfilming; imaging; return. The Secretaryof State may microfilm or image any record which is filed in his office withrespect to a corporation pursuant to this chapter and may return the originalrecord to the corporation.

(Added to NRS by 1977, 572; A 2003, 3077; 2003, 20th SpecialSession, 27)

NRS 78.028 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to theprovisions of this chapter unless it is accompanied by a verified translationof that record into the English language.

(Added to NRS by 1995, 1112; A 2003, 3077)

NRS 78.029 Procedureto submit replacement page to Secretary of State before actual filing ofrecord. Before the issuance of stock anincorporator, and after the issuance of stock an officer, of a corporation mayauthorize the Secretary of State in writing to replace any page of a recordsubmitted for filing on an expedited basis, before the actual filing, and toaccept the page as if it were part of the original record.

(Added to NRS by 1997, 2807; A 1999, 1577; 2003, 3078)

NRS 78.0295 Correctionof inaccurate or defective record filed with Secretary of State.

1. A corporation may correct a record filed in theOffice of the Secretary of State with respect to the corporation if the recordcontains an inaccurate description of a corporate action or if the record wasdefectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the corporation must:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the corporationor, if no stock has been issued by the corporation, by the incorporator or adirector of the corporation.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 1997, 693; A 2001, 1358, 3170, 3199; 2003, 3078; 2003, 20th SpecialSession, 27)

NRS 78.0297 Corporaterecords: Manner of storage; conversion into clear and legible paper form;admissibility in evidence.

1. Except as otherwise provided by federal or statelaw, any records maintained by a corporation in its regular course of business,including, without limitation, its stock ledger, books of account and minutebooks, may be kept on, by means of or be in the form of, any informationprocessing system or other information storage device or medium.

2. A corporation shall convert within a reasonabletime any records kept in the manner described in subsection 1 into clear andlegible paper form upon the request of any person entitled to inspect therecords maintained by the corporation pursuant to any provision of thischapter.

3. A clear and legible paper form produced fromrecords kept in the manner described in subsection 1 is admissible in evidenceand accepted for all other purposes to the same extent as an original paperrecord with the same information provided that the paper form portrays therecord accurately.

(Added to NRS by 2003, 3076)

NRS 78.0298 Recordsor signatures maintained by corporation.

1. No record or signature maintained by a corporationis required to be created, generated, sent, communicated, received, stored orotherwise processed or used by electronic means or in electronic form.

2. The corporation may refuse to accept or conduct anytransaction or create, generate, send, communicate, receive, store or otherwiseprocess, use or accept any record or signature by electronic means or inelectronic form.

(Added to NRS by 2003, 3076)

FORMATION

NRS 78.030 Filingrequirements.

1. One or more persons may establish a corporation forthe transaction of any lawful business, or to promote or conduct any legitimateobject or purpose, pursuant and subject to the requirements of this chapter,by:

(a) Signing and filing in the Office of the Secretaryof State articles of incorporation; and

(b) Filing a certificate of acceptance of appointment,signed by the resident agent of the corporation, in the Office of the Secretaryof State.

2. The articles of incorporation must be as providedin NRS 78.035, and the Secretary ofState shall require them to be in the form prescribed. If any articles aredefective in this respect, the Secretary of State shall return them forcorrection.

[3:177:1925; A 1931, 415; 1931 NCL 1602](NRS A1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095; 1999, 1577; 2003, 3078)

NRS 78.035 Articlesof incorporation: Required provisions. Thearticles of incorporation must set forth:

1. The name of the corporation. A name appearing to bethat of a natural person and containing a given name or initials must not beused as a corporate name except with an additional word or words such asIncorporated, Limited, Inc., Ltd., Company, Co., Corporation,Corp., or other word which identifies it as not being a natural person.

2. The name of the person designated as the corporationsresident agent, the street address of the resident agent where process may beserved upon the corporation, and the mailing address of the resident agent ifdifferent from the street address.

3. The number of shares the corporation is authorized toissue and, if more than one class or series of stock is authorized, theclasses, the series and the number of shares of each class or series which thecorporation is authorized to issue, unless the articles authorize the board ofdirectors to fix and determine in a resolution the classes, series and numbersof each class or series as provided in NRS78.195 and 78.196.

4. The names and addresses, either residence orbusiness, of the first board of directors or trustees, together with anydesired provisions relative to the right to change the number of directors asprovided in NRS 78.115.

5. The name and address, either residence or business,of each of the incorporators signing the articles of incorporation.

[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158;1955, 402](NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574,1054; 1991, 1208; 1993, 945; 1995, 2095; 1999, 1577; 2003, 3078; 2003, 20th SpecialSession, 27)

NRS 78.037 Articlesof incorporation: Optional provisions. Thearticles of incorporation may also contain any provision, not contrary to thelaws of this State:

1. For the management of the business and for theconduct of the affairs of the corporation;

2. Creating, defining, limiting or regulating thepowers of the corporation or the rights, powers or duties of the directors, theofficers or the stockholders, or any class of the stockholders, or the holdersof bonds or other obligations of the corporation; or

3. Governing the distribution or division of theprofits of the corporation.

(Added to NRS by 1987, 80; A 1991, 1210; 1993, 945; 2001, 3171)

NRS 78.039 Nameof corporation: Distinguishable name required; availability of name of revoked,merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must bedistinguishable on the records of the Secretary of State from the names of allother artificial persons formed, organized, registered or qualified pursuant tothe provisions of this title that are on file in the Office of the Secretary ofState and all names that are reserved in the Office of the Secretary of Statepursuant to the provisions of this title. If a proposed name is not sodistinguishable, the Secretary of State shall return the articles ofincorporation containing the proposed name to the incorporator, unless thewritten, acknowledged consent of the holder of the name on file or reservedname to use the same name or the requested similar name accompanies thearticles of incorporation.

2. For the purposes of this section and NRS 78.040, a proposed name is notdistinguishable from a name on file or reserved name solely because one or theother contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination of these.

3. The name of a corporation whose charter has been revoked,which has merged and is not the surviving entity or whose existence hasotherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations thatinterpret the requirements of this section.

(Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210;1993, 945; 1997, 2807; 1999,1578)

NRS 78.040 Nameof corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested so to do,shall reserve, for a period of 90 days, the right to use any name availableunder NRS 78.039, for the use of anyproposed corporation. During the period, a name so reserved is not availablefor use or reservation by any other artificial person forming, organizing,registering or qualifying in the Office of the Secretary of State pursuant tothe provisions of this title without the written, acknowledged consent of theperson at whose request the reservation was made.

2. The use by any other artificial person of a name inviolation of subsection 1 or NRS 78.039may be enjoined, even if the record under which the artificial person isformed, organized, registered or qualified has been filed by the Secretary ofState.

[4a:177:1925; added 1931, 415; 1931 NCL 1603.01] +[4b:177:1925; added 1931, 415; 1931 NCL 1603.02](NRS A 1963, 64; 1979, 395;1981, 472; 1987, 1056; 1993, 946; 1999, 1578; 2003, 3079)

NRS 78.045 Articlesof incorporation: Approval or certification required before filing of certainarticles or amendments.

1. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed pursuant to the laws of this Statewhich provides that the name of the corporation contains the word bank ortrust, unless:

(a) It appears from the articles or the certificate ofamendment that the corporation proposes to carry on business as a banking ortrust company, exclusively or in connection with its business as a bank,savings and loan association or thrift company; and

(b) The articles or certificate of amendment is firstapproved by the Commissioner of Financial Institutions.

2. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed pursuant to the provisions of thischapter if it appears from the articles or the certificate of amendment thatthe business to be carried on by the corporation is subject to supervision bythe Commissioner of Insurance or by the Commissioner of Financial Institutions,unless the articles or certificate of amendment is approved by the Commissionerwho will supervise the business of the corporation.

3. Except as otherwise provided in subsection 6, theSecretary of State shall not accept for filing any articles of incorporation orany certificate of amendment of articles of incorporation of any corporationformed pursuant to the laws of this State if the name of the corporationcontains the words engineer, engineered, engineering, professionalengineer, registered engineer or licensed engineer unless:

(a) The State Board of Professional Engineers and LandSurveyors certifies that the principals of the corporation are licensed topractice engineering pursuant to the laws of this State; or

(b) The State Board of Professional Engineers and LandSurveyors certifies that the corporation is exempt from the prohibitions of NRS 625.520.

4. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed pursuant to the laws of this Statewhich provides that the name of the corporation contains the word accountant,accounting, accountancy, auditor or auditing unless the Nevada StateBoard of Accountancy certifies that the corporation:

(a) Is registered pursuant to the provisions of chapter 628 of NRS; or

(b) Has filed with the Nevada State Board ofAccountancy under penalty of perjury a written statement that the corporationis not engaged in the practice of accounting and is not offering to practiceaccounting in this State.

5. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed or existing pursuant to the laws ofthis State which provides that the name of the corporation contains the wordscommon-interest community, community association, master association,unit-owners association or homeowners association or if it appears in thearticles of incorporation or certificate of amendment that the purpose of thecorporation is to operate as a unit-owners association pursuant to chapter 116 of NRS unless the Administrator ofthe Real Estate Division of the Department of Business and Industry certifiesthat the corporation has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

6. The provisions of subsection 3 do not apply to anycorporation, whose securities are publicly traded and regulated by theSecurities Exchange Act of 1934, which does not engage in the practice ofprofessional engineering.

7. The Commissioner of Financial Institutions and theCommissioner of Insurance may approve or disapprove the articles or amendmentsreferred to them pursuant to the provisions of this section.

[4.5:177:1925; added 1949, 520; 1943 NCL 1603.1](NRS A 1977, 1056; 1979, 1102; 1983, 467, 1696; 1987, 1873; 1993, 128;1995, 1112; 1997, 1058; 1999, 1706, 2441; 2001, 111; 2003, 20th SpecialSession, 28; 2005,2623)

NRS 78.050 Commencementof corporate existence.

1. Upon the filing of the articles of incorporationand the certificate of acceptance pursuant to NRS78.030, and the payment of the filing fees, the Secretary of State shallissue to the corporation a certificate that the articles, containing the requiredstatement of facts, have been filed. From the date the articles are filed, thecorporation is a body corporate, by the name set forth in the articles ofincorporation, subject to the forfeiture of its charter or dissolution asprovided in this chapter.

2. Neither an incorporator nor a director designatedin the articles of incorporation thereby becomes a subscriber or stockholder ofthe corporation.

3. The filing of the articles of incorporation doesnot, by itself, constitute commencement of business by the corporation.

[Part 5:177:1925; NCL 1604](NRS A 1989, 948; 1991,1211; 1993, 946)

NRS 78.055 Acceptableevidence of incorporation. A copy of anyarticles of incorporation filed pursuant to this chapter, and certified by theSecretary of State under his official seal, or, with respect to a corporationorganized before October 1, 1991, a copy of the copy thereof, filed with thecounty clerk, or microfilmed by the county clerk, under the county seal,certified by the clerk, must be received in all courts and places as primafacie evidence of the facts therein stated, and of the existence andincorporation of the corporation therein named.

[Part 5:177:1925; NCL 1604](NRS A 1963, 70; 1991,1211)

POWERS

NRS 78.060 Generalpowers.

1. Any corporation organized under the provisions ofthis chapter:

(a) Has all the rights, privileges and powers conferredby this chapter.

(b) Has such rights, privileges and powers as may beconferred upon corporations by any other existing law.

(c) May at any time exercise those rights, privilegesand powers, when not inconsistent with the provisions of this chapter, or withthe purposes and objects for which the corporation is organized.

(d) Unless otherwise provided in its articles, hasperpetual existence.

2. Every corporation, by virtue of its existence assuch, is entitled:

(a) To have succession by its corporate name untildissolved and its affairs are wound up according to law.

(b) To sue and be sued in any court of law or equity.

(c) To make contracts.

(d) To appoint such officers and agents as the affairsof the corporation require, and to allow them suitable compensation.

(e) To make bylaws not inconsistent with theConstitution or laws of the United States, or of this State, for themanagement, regulation and government of its affairs and property, the transferof its stock, the transaction of its business, and the calling and holding ofmeetings of its stockholders.

(f) To wind up and dissolve itself, or be wound up ordissolved, in the manner mentioned in this chapter.

(g) Unless otherwise provided in the articles, toengage in any lawful activity.

[Part 8:177:1925; NCL 1607] + [91:177:1925; NCL 1690](NRS A 1969, 99; 1991, 1211; 2003, 3079)

NRS 78.065 Adoptionand use of corporate seal or stamp.

1. Every corporation, by virtue of its existence assuch, shall have power to adopt and use a common seal or stamp, and alter thesame at pleasure.

2. The use of a seal or stamp by a corporation on anycorporate record is not necessary. The corporation may use a seal or stamp, ifit desires, but such use or nonuse must not in any way affect the legality ofthe record.

[Part 8:177:1925; NCL 1607] + [85:177:1925; A 1953,180](NRS A 1967, 102; 1971, 1100; 2003, 3080)

NRS 78.070 Specificpowers. Subject to such limitations, if any,as may be contained in its articles of incorporation, every corporation has thefollowing powers:

1. To borrow money and contract debts when necessaryfor the transaction of its business, or for the exercise of its corporaterights, privileges or franchises, or for any other lawful purpose of itsincorporation and to issue bonds, promissory notes, bills of exchange,debentures, and other obligations and evidences of indebtedness, payable at aspecified time or times, or payable upon the happening of a specified event orevents, whether secured by mortgage, pledge or other security, or unsecured,for money borrowed, or in payment for property purchased or acquired, or forany other lawful object.

2. To guarantee, purchase, hold, take, obtain,receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend,assign, mortgage, pledge, or otherwise acquire, transfer or deal in or withbonds or obligations of, or shares, securities or interests in or issued by,any person, government, governmental agency or political subdivision ofgovernment, and to exercise all the rights, powers and privileges of ownershipof such an interest, including the right to vote, if any.

3. To purchase, hold, sell, pledge and transfer sharesof its own stock, and use therefor its property or money.

4. To conduct business, have one or more offices, andhold, purchase, lease, mortgage, convey and take by devise or bequest real andpersonal property in this State, and in any of the several states, territories,possessions and dependencies of the United States, the District of Columbia,Puerto Rico and any foreign countries.

5. To do everything necessary and proper for theaccomplishment of the objects enumerated in its articles of incorporation ornecessary or incidental to the protection and benefit of the corporation, and,in general, to carry on any lawful business necessary or incidental to theattainment of the objects of the corporation, whether or not the business issimilar in nature to the objects set forth in the articles of incorporation,except that:

(a) A corporation created under the provisions of thischapter does not possess the power of issuing bills, notes or other evidencesof debt for circulation of money; and

(b) This chapter does not authorize the formation ofbanking corporations to issue or circulate money or currency within this State,or outside of this State, or at all, except the federal currency, or the notesof banks authorized under the laws of the United States.

6. To make donations for the public welfare or forcharitable, scientific or educational purposes.

7. To enter into any relationship with another personin connection with any lawful activities.

[9:177:1925; A 1931, 415; 1949, 158; 1953, 180](NRSA 1959, 690; 1963, 1146; 1969, 117; 1987, 576; 1991, 1212; 1993, 947; 1997, 696;2003, 3080)

NRS 78.075 Railroadcompanies: Powers. In furtherance of and inaddition to the powers which railroad companies organized under this chapterare entitled to exercise, but not in limitation of any of the powers granted bythis chapter, every railroad company may:

1. Cause such examination and surveys for the proposedrailroad to be made as may be necessary to the selection of the mostadvantageous route for the railroad, and for such purposes, by their officers,agents and employees, to enter upon the lands or waters of any persons, butsubject to responsibility for all damages which they do thereto.

2. Receive, hold, take and convey, by deed orotherwise, as a natural person might or could do, such voluntary grants anddonations of real estate, and other property of every description, as may bemade to it to aid and encourage the construction, maintenance and accommodationof the railroad.

3. Purchase, and by voluntary grants and donationsreceive and take, and by its officers, engineers, surveyors and agents, enterupon and take possession of, and hold and use, in any manner they may deemproper, all such lands and real estate, and other property as the directors maydeem necessary and proper for the construction and maintenance of the railroad,and for the stations, depots and other accommodations and purposes, deemednecessary to accomplish the object for which the corporation is formed.

4. Lay out its road or roads, not exceeding 200 feetwide, and construct and maintain the road with such tracks and with suchappendages as may be deemed necessary for the convenient use of it. The companymay make embankments, excavations, ditches, drains, culverts or otherwise, andprocure timber, stone and gravel, or other materials, and may take as much moreland, whenever they may think proper, as may be necessary for the purposesaforesaid, in the manner hereinafter provided, for the proper construction andsecurity of the road.

5. Construct their road across, along or upon anystream of water, watercourse, roadstead, bay, navigable stream, street, avenueor highway, or across any railway, canal, ditch or flume which the route of itsroad intersects, crosses or runs along, in such manner as to afford securityfor life and property. The corporation shall restore the stream or watercourse,road, street, avenue, highway, railroad, canal, ditch or flume thus intersectedto its former state, as near as may be, or in a sufficient manner not to haveimpaired unnecessarily its usefulness or injured its franchises.

6. Cross, intersect, join and unite its railroad withany other railroad, either before or after constructed, at any point upon itsroute, and upon the grounds of such other railroad company, with the necessaryturnouts, sidings and switches, and other conveniences, in furtherance of theobjects of its connections; and every company whose railroad is, or will behereafter, intersected by any new railroad in forming such intersections andconnection, and grant the facilities aforesaid. If the two corporations cannotagree upon the amount of compensation to be made therefor, or the points or themanner of such crossings, intersections and connections, the same must beascertained and determined by commissioners, to be appointed as is providedhereinafter in respect to the taking of lands, but this section is not toaffect the rights and franchises heretofore granted.

7. Purchase lands, timber, stone, gravel or othermaterials to be used in the construction and maintenance of its road, or takethem in the manner provided by this chapter. The railroad company may changethe line of its road, in whole or in part, whenever a majority of the directorsdetermine, as is provided hereinafter, but no such change may vary the generalroute of a road, as contemplated in the articles of incorporation of thecompany.

8. Receive by purchase, donation or otherwise, anylands, or other property, of any description, and hold and convey it in anymanner the directors may think proper, the same as natural persons might orcould do, that may be necessary for the construction and maintenance of itsroad, or for the erection of depots, turnouts, workshops, warehouses or for anyother purposes necessary for the convenience of railroad companies, in order totransact the business usual for railroad companies.

9. Take, transport, carry and convey persons andproperty on their railroad, by the force and power of steam, of animals, or anymechanical power, or by any combinations of them, and receive tolls orcompensation therefor.

10. Erect and maintain all necessary and convenientbuildings, stations, depots and fixtures and machinery for the accommodationand use of their passengers, freight and business, obtain and hold the landsand other property necessary therefor, and acquire additional lands andrights-of-way and build and operate extensions or branches of its line ofrailroad.

11. Regulate the time and manner in which passengersand property are transported, and the tolls and compensation to be paidtherefor, within the limits prescribed by law.

12. Regulate the force and speed of their locomotives,cars, trains or other machinery used and employed on their road, and establish,execute and enforce all needful and proper rules and regulations fully andcompletely for the management of its business transactions usual and proper forrailroad companies.

13. Purchase, hold, sell and transfer shares of itsown stock, bonds, debentures, or other securities issued by it, except that:

(a) No corporation may use its funds or property forthe purchase of its own shares of stock when such use would cause anyimpairment of the capital of the corporation; and

(b) Shares of its own stock belonging to thecorporation must not be voted upon, directly or indirectly, nor counted asoutstanding for the purpose of any stockholders quorum or vote.

14. Acquire, own, and operate motor vehicles, and airtransportation facilities, and transport persons and property along and overthe streets and highways of this State, for the transportation, for hire, ofpassengers, property and freight, either directly or through a subsidiarycompany or companies, subject to all relevant provisions of law concerningpermits, licenses, franchises and the regulation of such form of transportationby motor vehicles or other agencies.

Whenever thetrack of a railroad crosses a railroad or highway, such railroad or highway maybe carried under, over or on a level with the track, as may be most expedient,and in cases where an embankment or cutting makes a change in the line of suchrailroad or highway desirable, with a view to a more easy ascent or descent,the company may take such additional lands and materials, if needed for theconstruction of such road or highway, on such new line, as may be deemedrequisite by the railroad. Unless the lands and materials so taken arepurchased, or voluntarily given for the purpose aforesaid, compensationtherefor must be ascertained in the manner provided by law.

[9(a):177:1925; added 1945, 196; 1943 NCL 1608.01](NRS A 1993, 2762)

NRS 78.080 Railroadcompanies: Rights-of-way granted by the State, counties and municipalities; limitations;reversion on abandonment; duties of companies.

1. The right-of-way is hereby given and granted to allrailroad companies that are now organized, or may be organized under theprovisions of this chapter, or under the laws of any other state or territory,or under any act of Congress, to locate, construct and maintain their roads, orany part or parcel thereof, over and through any of the swamp or overflowedlands belonging to this State, or any other public lands which are now or maybe the property of the State, at the time of constructing the railroad.

2. Such railroad companies are hereby authorized tosurvey and mark through the lands of the State, to be held by them for thetrack of their respective railroads, 200 feet in width, for the whole lengththe roads may be located over the lands of the State; and the right is herebyfurther given and granted to the companies to locate, occupy and hold allnecessary sites and grounds for watering places, depots or other buildings, forthe convenient use of the same, along the line of the road or roads, so far asthe places convenient for the same may fall upon the lands belonging to theState, except within the limits of any incorporated city or town, or within 3miles where the same shall be taken, on paying to the State the value of thesame.

3. No one depot, watering place, machine or workshop,or other buildings for the convenient use of such roads, shall cover over 6acres each, and the sites or places on the lands of this State shall not benearer to each other than 5 miles along the line of the roads.

4. The right is hereby further given and granted tothe companies to take from any of the lands belonging to this State all suchmaterials of earth, wood, stone or other materials whatever, as may benecessary or convenient, from time to time, for the first construction orequipment of the road or roads, or any part thereof.

5. If any road, at any time after its location, shallbe discontinued or abandoned by the company or companies, or the location ofany part thereof be so changed as not to cover the lands of the State thuspreviously occupied, then the lands so abandoned or left shall revert to thisState.

6. When the location of the route of either of therailroads, or sites or places for depots, watering places, machine or workshopsor other buildings for the convenient use of the same, shall be selected, thesecretary of the company shall transmit to the Director of the State Departmentof Conservation and Natural Resources, and to the State Controller, and to therecorder of the county in which the lands so selected are situated, to each ofthe officers, a correct plot of the location of the railroad, or sites orplaces, before such selection shall become operative.

7. When any such company shall, for its purposesaforesaid, require any of the lands belonging to any of the counties, cities ortowns in this State, the county, city and town officers, respectively, havingcharge of such lands, may grant and convey such land to such company, for acompensation which shall be agreed upon between them, or may donate and conveythe same without any compensation; and if they shall not agree upon the saleand price, the same may be taken by the company as is provided in other casesof taking lands by condemnation.

8. Before any corporation incorporated or organizedotherwise than under the laws of this State shall be entitled to any of therights granted by this chapter, it shall file in the office of the countyrecorder of each county in which the railroad, or any part, extension or branchthereof shall be situate, a copy of its certificate or articles ofincorporation, or of the act or law by which it was created, with the certifiedlist of its officers, in the manner and form required by law.

[9(b):177:1925; added 1945, 196; 1943 NCL 1608.02](NRS A 1957, 653)

NRS 78.085 Railroadcompanies: Filing and recording of certified maps and profiles.

1. Every railroad company in this State shall, within90 days after its road is finally located:

(a) Cause to be made a map and profile thereof, and ofthe land taken and obtained for the use thereof, and the boundaries of theseveral counties through which the road may run;

(b) File the map and profile thereof in the Office ofthe Secretary of State and a duplicate thereof with the Public UtilitiesCommission of Nevada; and

(c) Cause to be made like maps of the parts thereoflocated in different counties, and record such maps in the office of therecorder of the county in which those parts of the road are located.

2. The maps and profiles must be certified by thechief engineer, the acting president and secretary of the company, and copiesof the maps and profiles so certified and recorded as required by subsection 1must be kept in the office of the company, subject to examination by allinterested persons.

[9(d):177:1925; added 1945, 196; 1943 NCL 1608.04](NRS A 1997, 1963; 2001, 1751)

REGISTERED OFFICE AND RESIDENT AGENT

NRS 78.090 Residentagent required; address of registered office; powers of bank or corporation whois resident agent; penalty for noncompliance; service upon resident agent inlieu of corporation.

1. Except during any period of vacancy described in NRS 78.097, every corporation must have aresident agent who resides or is located in this State. Every resident agentmust have a street address for the service of process, and may have a separatemailing address such as a post office box, which may be different from thestreet address. The street address of the resident agent is the registeredoffice of the corporation in this State.

2. If the resident agent is a bank or corporation, itmay:

(a) Act as the fiscal or transfer agent of any state,municipality, body politic or corporation and in that capacity may receive anddisburse money.

(b) Transfer, register and countersign certificates ofstock, bonds or other evidences of indebtedness and act as agent of anycorporation, foreign or domestic, for any purpose required by statute, orotherwise.

(c) Act as trustee under any mortgage or bond issued byany municipality, body politic or corporation, and accept and execute any othermunicipal or corporate trust not inconsistent with the laws of this State.

(d) Receive and manage any sinking fund of anycorporation, upon such terms as may be agreed upon between the corporation andthose dealing with it.

3. Every corporation organized pursuant to thischapter which fails or refuses to comply with the requirements of this sectionis subject to a fine of not less than $100 nor more than $500, to be recoveredwith costs by the State, before any court of competent jurisdiction, by actionat law prosecuted by the Attorney General or by the district attorney of thecounty in which the action or proceeding to recover the fine is prosecuted.

4. All legal process and any demand or noticeauthorized by law to be served upon a corporation may be served upon theresident agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice or legalprocess, other than a summons and complaint, cannot be served upon the residentagent, it may be served in the manner provided in NRS 14.030. These manners and modes ofservice are in addition to any other service authorized by law.

[78:177:1925; A 1929, 413; NCL 1677] + [Part79:177:1925; NCL 1678](NRS A 1959, 682; 1969, 571; 1987, 1057; 1989, 949,975, 1971; 1991, 1213; 1993, 948; 1995, 2095)

NRS 78.095 Changeof address of resident agent and registered office.

1. Within 30 days after changing the location of hisoffice from one address to another in this State, a resident agent shall sign acertificate setting forth:

(a) The names of all the corporations represented bythe resident agent;

(b) The address at which the resident agent hasmaintained the registered office for each of such corporations; and

(c) The new address to which the resident agency willbe transferred and at which the resident agent will thereafter maintain theregistered office for each of the corporations recited in the certificate.

2. Upon the filing of the certificate in the Office ofthe Secretary of State, the registered office in this State of each of thecorporations recited in the certificate is located at the new address of theresident agent thereof as set forth in the certificate.

[1:17:1931; 1931 NCL 1677.01](NRS A 1983, 261;1989, 871; 1991, 1214; 1993, 948; 1995, 1112; 2003, 3081)

NRS 78.097 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

1. A resident agent who desires to resign shall filewith the Secretary of State a signed statement, on a form provided by theSecretary of State, for each artificial person formed, organized, registered orqualified pursuant to the provisions of this title that he is unwilling tocontinue to act as the resident agent of the artificial person for the serviceof process. The fee for filing a statement of resignation is $100 for the firstartificial person for whom the resident agent is unwilling to continue to actas the agent and $1 for each additional artificial person listed on thestatement of resignation. A resignation is not effective until the signedstatement is filed with the Secretary of State.

2. The statement of resignation may contain astatement of the affected corporation appointing a successor resident agent forthat corporation. A certificate of acceptance signed by the new resident agent,stating the full name, complete street address and, if different from thestreet address, mailing address of the new resident agent, must accompany thestatement appointing a successor resident agent.

3. Upon the filing of the statement of resignationwith the Secretary of State the capacity of the resigning person as residentagent terminates. If the statement of resignation contains no statement by thecorporation appointing a successor resident agent, the resigning resident agentshall immediately give written notice, by mail, to the corporation of thefiling of the statement and its effect. The notice must be addressed to anyofficer of the corporation other than the resident agent.

4. If a resident agent dies, resigns or removes fromthe State, the corporation, within 30 days thereafter, shall file with theSecretary of State a certificate of acceptance signed by the new residentagent. The certificate must set forth the full name and complete street addressof the new resident agent for the service of process, and may have a separatemailing address, such as a post office box, which may be different from thestreet address.

5. A corporation that fails to file a certificate ofacceptance signed by the new resident agent within 30 days after the death,resignation or removal of its former resident agent shall be deemed in defaultand is subject to the provisions of NRS 78.170and 78.175.

(Added to NRS by 1959, 681; A 1967, 89; 1969, 11;1989, 949; 1991, 1214; 1993, 949; 1999, 1579; 2003, 3081; 2003, 20th SpecialSession, 29)

NRS 78.105 Maintenanceof records at registered office; inspection and copying of records; civilliability; penalties.

1. A corporation shall keep a copy of the followingrecords at its registered office:

(a) A copy certified by the Secretary of State of itsarticles of incorporation, and all amendments thereto;

(b) A copy certified by an officer of the corporationof its bylaws and all amendments thereto; and

(c) A stock ledger or a duplicate stock ledger, revisedannually, containing the names, alphabetically arranged, of all persons who arestockholders of the corporation, showing their places of residence, if known,and the number of shares held by them respectively. In lieu of the stock ledgeror duplicate stock ledger, the corporation may keep a statement setting out thename of the custodian of the stock ledger or duplicate stock ledger, and thepresent and complete mailing or street address where the stock ledger orduplicate stock ledger specified in this section is kept.

2. Any person who has been a stockholder of record ofa corporation for at least 6 months immediately preceding his demand, or anyperson holding, or thereunto authorized in writing by the holders of, at least5 percent of all of its outstanding shares, upon at least 5 days writtendemand is entitled to inspect in person or by agent or attorney, during usualbusiness hours, the records required by subsection 1 and make copies therefrom.Holders of voting trust certificates representing shares of the corporationmust be regarded as stockholders for the purpose of this subsection. Everycorporation that neglects or refuses to keep the records required by subsection1 open for inspection, as required in this subsection, shall forfeit to theState the sum of $25 for every day of such neglect or refusal.

3. If any corporation willfully neglects or refuses tomake any proper entry in the stock ledger or duplicate copy thereof, orneglects or refuses to permit an inspection of the records required bysubsection 1 upon demand by a person entitled to inspect them, or refuses topermit copies to be made therefrom, as provided in subsection 2, thecorporation is liable to the person injured for all damages resulting to himtherefrom.

4. When the corporation keeps a statement in themanner provided for in paragraph (c) of subsection 1, the information containedthereon must be given to any stockholder of the corporation demanding theinformation, when the demand is made during business hours. Every corporationthat neglects or refuses to keep a statement available, as in this subsectionrequired, shall forfeit to the State the sum of $25 for every day of suchneglect or refusal.

5. In every instance where an attorney or other agentof the stockholder seeks the right of inspection, the demand must beaccompanied by a power of attorney signed by the stockholder authorizing theattorney or other agent to inspect on behalf of the stockholder.

6. The right to copy records under subsection 2includes, if reasonable, the right to make copies by photographic, xerographicor other means.

7. The corporation may impose a reasonable charge torecover the costs of labor and materials and the cost of copies of any recordsprovided to the stockholder.

[80:177:1925; A 1951, 332](NRS A 1959, 29; 1963,217; 1965, 978; 1991, 1214; 1997, 697; 2003, 3082)

NRS 78.107 Denialof request for inspection of records; defense to action for penalties ordamages; authority of court to compel production of records.

1. An inspection authorized by NRS 78.105 may be denied to a stockholderor other person upon his refusal to furnish to the corporation an affidavitthat the inspection is not desired for a purpose which is in the interest of abusiness or object other than the business of the corporation and that he hasnot at any time sold or offered for sale any list of stockholders of anydomestic or foreign corporation or aided or abetted any person in procuring anysuch record of stockholders for any such purpose.

2. It is a defense to any action for penalties ordamages under NRS 78.105 that the personsuing has at any time sold, or offered for sale, any list of stockholders ofthe corporation, or any other corporation, or has aided or abetted any personin procuring any such stock list for any such purpose, or that the person suingdesired inspection for a purpose which is in the interest of a business orobject other than the business of the corporation.

3. This section does not impair the power orjurisdiction of any court to compel the production for examination of the booksof a corporation in any proper case.

(Added to NRS by 1997, 693)

NRS 78.110 Residentagent: Revocation of appointment; change of name.

1. If a corporation created pursuant to this chapterdesires to change its resident agent, the change may be effected by filing withthe Secretary of State a certificate of change of resident agent signed by anofficer of the corporation which sets forth:

(a) The name of the corporation;

(b) The name and street address of its present residentagent; and

(c) The name and street address of the new residentagent.

2. The new resident agents certificate of acceptancemust be a part of or attached to the certificate of change of resident agent.

3. If the name of a resident agent is changed as aresult of a merger, conversion, exchange, sale, reorganization or amendment,the resident agent shall:

(a) File with the Secretary of State a certificate ofname change of resident agent that includes:

(1) The current name of the resident agent asfiled with the Secretary of State;

(2) The new name of the resident agent; and

(3) The name and file number of each artificialperson formed, organized, registered or qualified pursuant to the provisions ofthis title that the resident agent represents; and

(b) Pay to the Secretary of State a filing fee of $100.

4. A change authorized by this section becomeseffective upon the filing of the proper certificate of change.

[89:177:1925; NCL 1688](NRS A 1959, 683; 1989,950; 1991, 1216; 1995, 2096; 1999, 1579; 2003, 20th SpecialSession, 30)

DIRECTORS AND OFFICERS

NRS 78.115 Boardof directors: Number and qualifications. Thebusiness of every corporation must be managed under the direction of a board ofdirectors or trustees, all of whom must be natural persons who are at least 18years of age. A corporation must have at least one director, and may provide inits articles of incorporation or in its bylaws for a fixed number of directorsor a variable number of directors, and for the manner in which the number ofdirectors may be increased or decreased. Unless otherwise provided in thearticles of incorporation, directors need not be stockholders.

[Part 31:177:1925; NCL 1630](NRS A 1965, 1012;1981, 384; 1987, 577; 1993, 949; 1995, 1113; 2003, 3083)

NRS 78.120 Boardof directors: General powers.

1. Subject only to such limitations as may be providedby this chapter, or the articles of incorporation of the corporation, the boardof directors has full control over the affairs of the corporation.

2. Except as otherwise provided in this subsection andsubject to the bylaws, if any, adopted by the stockholders, the directors maymake the bylaws of the corporation. Unless otherwise prohibited by any bylawadopted by the stockholders, the directors may adopt, amend or repeal anybylaw, including any bylaw adopted by the stockholders. The articles ofincorporation may grant the authority to adopt, amend or repeal bylawsexclusively to the directors.

3. The selection of a period for the achievement ofcorporate goals is the responsibility of the directors.

[Part 31:177:1925; NCL 1630](NRS A 1991, 1217; 2003, 3083; 2005, 2176)

NRS 78.125 Committeesof board of directors: Designation; powers; membership.

1. Unless it is otherwise provided in the articles ofincorporation, the board of directors may designate one or more committeeswhich, to the extent provided in the resolution or resolutions or in the bylawsof the corporation, have and may exercise the powers of the board of directorsin the management of the business and affairs of the corporation.

2. Each committee must include at least one director.Unless the articles of incorporation or the bylaws provide otherwise, the boardof directors may appoint natural persons who are not directors to serve oncommittees.

3. The board of directors may designate one or moredirectors as alternate members of a committee to replace any member who isdisqualified or absent from a meeting of the committee. The bylaws of thecorporation may provide that, unless the board of directors appoints alternatemembers pursuant to this subsection, the member or members of a committeepresent at a meeting and not disqualified from voting, whether or not themember or members constitute a quorum, may unanimously appoint another memberof the board of directors to act at the meeting in the place of an absent ordisqualified member of the committee.

[32:177:1925; A 1929, 413; NCL 1631](NRS A 1971,1100; 1991, 1217; 1993, 949; 2001, 1359, 3199; 2003, 3083)

NRS 78.130 Officersof corporation: Selection; qualifications; terms; powers and duties; filling ofvacancies.

1. Every corporation must have a president, asecretary and a treasurer.

2. Every corporation may also have one or more vicepresidents, assistant secretaries and assistant treasurers, and such otherofficers and agents as may be deemed necessary.

3. All officers must be natural persons and must bechosen in such manner, hold their offices for such terms and have such powersand duties as may be prescribed by the bylaws or determined by the board ofdirectors. Any natural person may hold two or more offices.

4. An officer holds office after the expiration of histerm until a successor is chosen or until his resignation or removal before theexpiration of his term. A failure to elect officers does not require thecorporation to be dissolved. Any vacancy occurring in an office of thecorporation by death, resignation, removal or otherwise, must be filled as thebylaws provide, or in the absence of such a provision, by the board ofdirectors.

[36:177:1925; A 1937, 291; 1931 NCL 1635](NRS A1960, 152; 1991, 1217; 1993, 950)

NRS 78.135 Authorityof directors and representatives of corporation.

1. The statement in the articles of incorporation ofthe objects, purposes, powers and authorized business of the corporationconstitutes, as between the corporation and its directors, officers orstockholders, an authorization to the directors and a limitation upon theactual authority of the representatives of the corporation. Such limitationsmay be asserted in a proceeding by a stockholder or the State to enjoin thedoing or continuation of unauthorized business by the corporation or itsofficers, or both, in cases where third parties have not acquired rightsthereby, or to dissolve the corporation, or in a proceeding by the corporationor by the stockholders suing in a representative suit against the officers ordirectors of the corporation for violation of their authority.

2. No limitation upon the business, purposes or powersof the corporation or upon the powers of the stockholders, officers ordirectors, or the manner of exercise of such powers, contained in or implied bythe articles may be asserted as between the corporation or any stockholder andany third person.

3. Any contract or conveyance, otherwise lawful, madein the name of a corporation, which is authorized or ratified by the directors,or is done within the scope of the authority, actual or apparent, given by thedirectors, binds the corporation, and the corporation acquires rightsthereunder, whether the contract is signed or is wholly or in part executory.

[Part 31(a):177:1925; added 1949, 158; 1943 NCL 1630.01](NRS A 1961, 94; 1993, 950; 2003, 3083)

NRS 78.138 Directorsand officers: Exercise of powers; performance of duties; presumptions andconsiderations; liability to corporation and stockholders.

1. Directors and officers shall exercise their powersin good faith and with a view to the interests of the corporation.

2. In performing their respective duties, directorsand officers are entitled to rely on information, opinions, reports, books ofaccount or statements, including financial statements and other financial data,that are prepared or presented by:

(a) One or more directors, officers or employees of thecorporation reasonably believed to be reliable and competent in the mattersprepared or presented;

(b) Counsel, public accountants, financial advisers,valuation advisers, investment bankers or other persons as to mattersreasonably believed to be within the preparers or presenters professional orexpert competence; or

(c) A committee on which the director or officerrelying thereon does not serve, established in accordance with NRS 78.125, as to matters within thecommittees designated authority and matters on which the committee isreasonably believed to merit confidence,

but adirector or officer is not entitled to rely on such information, opinions, reports,books of account or statements if he has knowledge concerning the matter inquestion that would cause reliance thereon to be unwarranted.

3. Directors and officers, in deciding upon matters ofbusiness, are presumed to act in good faith, on an informed basis and with aview to the interests of the corporation.

4. Directors and officers, in exercising theirrespective powers with a view to the interests of the corporation, mayconsider:

(a) The interests of the corporations employees,suppliers, creditors and customers;

(b) The economy of the State and Nation;

(c) The interests of the community and of society; and

(d) The long-term as well as short-term interests ofthe corporation and its stockholders, including the possibility that theseinterests may be best served by the continued independence of the corporation.

5. Directors and officers are not required to considerthe effect of a proposed corporate action upon any particular group having aninterest in the corporation as a dominant factor.

6. The provisions of subsections 4 and 5 do not createor authorize any causes of action against the corporation or its directors orofficers.

7. Except as otherwise provided in NRS 35.230, 90.660, 91.250,452.200, 452.270, 668.045and 694A.030, or unless the articlesof incorporation or an amendment thereto, in each case filed on or afterOctober 1, 2003, provide for greater individual liability, a director orofficer is not individually liable to the corporation or its stockholders orcreditors for any damages as a result of any act or failure to act in hiscapacity as a director or officer unless it is proven that:

(a) His act or failure to act constituted a breach ofhis fiduciary duties as a director or officer; and

(b) His breach of those duties involved intentionalmisconduct, fraud or a knowing violation of law.

(Added to NRS by 1991, 1184; A 1993, 951; 1999, 1580; 2001, 3171; 2003, 3084)

NRS 78.139 Directorsand officers: Duties, presumptions and powers when confronted with change orpotential change in control of corporation.

1. Except as otherwise provided in subsection 2 or thearticles of incorporation, directors and officers confronted with a change orpotential change in control of the corporation have:

(a) The duties imposed upon them by subsection 1 of NRS 78.138; and

(b) The benefit of the presumptions established bysubsection 3 of that section.

2. If directors and officers take action to resist achange or potential change in control of a corporation which impedes theexercise of the right of stockholders to vote for or remove directors:

(a) The directors must have reasonable grounds tobelieve that a threat to corporate policy and effectiveness exists; and

(b) The action taken which impedes the exercise of thestockholders rights must be reasonable in relation to that threat.

If thosefacts are found, the directors and officers have the benefit of the presumptionestablished by subsection 3 of NRS 78.138.

3. The provisions of subsection 2 do not apply to:

(a) Actions that only affect the time of the exerciseof stockholders voting rights; or

(b) The adoption or execution of plans, arrangements orinstruments that deny rights, privileges, power or authority to a holder of aspecified number or fraction of shares or fraction of voting power.

4. The provisions of subsections 2 and 3 do not permitdirectors or officers to abrogate any right conferred by statute or thearticles of incorporation.

5. Directors may resist a change or potential changein control of the corporation if the directors by a majority vote of a quorumdetermine that the change or potential change is opposed to or not in the bestinterest of the corporation:

(a) Upon consideration of the interests of thecorporations stockholders and any of the matters set forth in subsection 4 of NRS 78.138; or

(b) Because the amount or nature of the indebtednessand other obligations to which the corporation or any successor to the propertyof either may become subject, in connection with the change or potential changein control, provides reasonable grounds to believe that, within a reasonabletime:

(1) The assets of the corporation or anysuccessor would be or become less than its liabilities;

(2) The corporation or any successor would be orbecome insolvent; or

(3) Any voluntary or involuntary proceedingpursuant to the federal bankruptcy laws concerning the corporation or anysuccessor would be commenced by any person.

(Added to NRS by 1999, 1575)

NRS 78.140 Restrictionson transactions involving interested directors or officers; compensation ofdirectors.

1. A contract or other transaction is not voidor voidable solely because:

(a) The contract or transaction is between acorporation and:

(1) One or more of its directors or officers; or

(2) Another corporation, firm or association inwhich one or more of its directors or officers are directors or officers or arefinancially interested;

(b) A common or interested director or officer:

(1) Is present at the meeting of the board ofdirectors or a committee thereof which authorizes or approves the contract ortransaction; or

(2) Joins in the signing of a written consentwhich authorizes or approves the contract or transaction pursuant to subsection2 of NRS 78.315; or

(c) The vote or votes of a common or interesteddirector are counted for the purpose of authorizing or approving the contractor transaction,

if one ofthe circumstances specified in subsection 2 exists.

2. The circumstances in which a contract or othertransaction is not void or voidable pursuant to subsection 1 are:

(a) The fact of the common directorship, office orfinancial interest is known to the board of directors or committee, and theboard or committee authorizes, approves or ratifies the contract or transactionin good faith by a vote sufficient for the purpose without counting the vote orvotes of the common or interested director or directors.

(b) The fact of the common directorship, office orfinancial interest is known to the stockholders, and they approve or ratify thecontract or transaction in good faith by a majority vote of stockholdersholding a majority of the voting power. The votes of the common or interesteddirectors or officers must be counted in any such vote of stockholders.

(c) The fact of the common directorship, office orfinancial interest is not known to the director or officer at the time thetransaction is brought before the board of directors of the corporation foraction.

(d) The contract or transaction is fair as to thecorporation at the time it is authorized or approved.

3. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the board of directors ora committee thereof which authorizes, approves or ratifies a contract ortransaction, and if the votes of the common or interested directors are notcounted at the meeting, then a majority of the disinterested directors may authorize,approve or ratify a contract or transaction.

4. Unless otherwise provided in the articles ofincorporation or the bylaws, the board of directors, without regard to personalinterest, may establish the compensation of directors for services in anycapacity. If the board of directors establishes the compensation of directorspursuant to this subsection, such compensation is presumed to be fair to thecorporation unless proven unfair by a preponderance of the evidence.

[31(b):177:1925; added 1951, 328](NRS A 1959, 683;1969, 113; 1989, 872; 1991, 1218; 1993, 952; 1997, 698; 2003, 3085)

ANNUAL LIST; DEFAULTING CORPORATIONS

NRS 78.150 Filingrequirements; fees; powers and duties of Secretary of State.

1. A corporation organized pursuant to the laws ofthis State shall, on or before the last day of the first month after the filingof its articles of incorporation with the Secretary of State, file with theSecretary of State a list, on a form furnished by him, containing:

(a) The name of the corporation;

(b) The file number of the corporation, if known;

(c) The names and titles of the president, secretaryand treasurer, or the equivalent thereof, and of all the directors of thecorporation;

(d) The address, either residence or business, of eachofficer and director listed, following the name of the officer or director;

(e) The name and address of the lawfully designatedresident agent of the corporation in this State; and

(f) The signature of an officer of the corporationcertifying that the list is true, complete and accurate.

2. The corporation shall annually thereafter, on orbefore the last day of the month in which the anniversary date of incorporationoccurs in each year, file with the Secretary of State, on a form furnished byhim, an annual list containing all of the information required in subsection 1.

3. Each list required by subsection 1 or 2 must beaccompanied by:

(a) A declaration under penalty of perjury that thecorporation:

(1) Has complied with the provisions of NRS 360.780; and

(2) Acknowledges that pursuant to NRS 239.330, it is a category C felony toknowingly offer any false or forged instrument for filing with the Office ofthe Secretary of State.

(b) A statement as to whether the corporation is apublicly traded company. If the corporation is a publicly traded company, thecorporation must list its Central Index Key. The Secretary of State shallinclude on his Internet website the Central Index Key of a corporation providedpursuant to this paragraph and instructions describing the manner in which amember of the public may obtain information concerning the corporation from theSecurities and Exchange Commission.

4. Upon filing the list required by:

(a) Subsection 1, the corporation shall pay to theSecretary of State a fee of $125.

(b) Subsection 2, the corporation shall pay to theSecretary of State, if the amount represented by the total number of sharesprovided for in the articles is:

 

$75,000 or less......................................................................................................... $125

Over $75,000 and not over $200,000...................................................................... 175

Over $200,000 and not over $500,000.................................................................... 275

Over $500,000 and not over$1,000,000................................................................. 375

Over $1,000,000:

For the first $1,000,000...................................................................................... 375

For each additional $500,000or fraction thereof........................................... 275

The maximumfee which may be charged pursuant to paragraph (b) for filing the annual listis $11,100.

 

5. If a director or officer of a corporation resignsand the resignation is not reflected on the annual or amended list of directorsand officers, the corporation or the resigning director or officer shall pay tothe Secretary of State a fee of $75 to file the resignation.

6. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 2, cause to bemailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not becomedelinquent, a notice of the fee due pursuant to subsection 4 and a reminder tofile the annual list required by subsection 2. Failure of any corporation toreceive a notice or form does not excuse it from the penalty imposed by law.

7. If the list to be filed pursuant to the provisionsof subsection 1 or 2 is defective in any respect or the fee required bysubsection 4 is not paid, the Secretary of State may return the list forcorrection or payment.

8. An annual list for a corporation not in defaultwhich is received by the Secretary of State more than 90 days before its duedate shall be deemed an amended list for the previous year and must beaccompanied by the appropriate fee as provided in subsection 4 for filing. Apayment submitted pursuant to this subsection does not satisfy the requirementsof subsection 2 for the year to which the due date is applicable.

[Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL 1804](NRS A 1957, 315; 1959, 684; 1977, 401; 1979, 185; 1983, 689; 1985, 233;1989, 976; 1991, 2460; 1993, 952; 1995, 2096; 1997, 2808, 3126; 1999, 639, 1581, 3018; 2001, 215, 1359, 3172, 3199; 2003, 928, 2253; 2003, 20th SpecialSession, 30, 182; 2005, 2249)

NRS 78.153 Additionalfiling requirements for certain corporations: Criteria; statement; fees.

1. At the time of submitting any list requiredpursuant to NRS 78.150, a corporationthat meets the criteria set forth in subsection 2 must submit:

(a) The statement required pursuant to subsection 3,accompanied by a declaration under penalty of perjury attesting that thestatement does not contain any material misrepresentation of fact; and

(b) A fee of $100,000, to be distributed in the mannerprovided pursuant to subsection 4.

2. A corporation must submit a statement pursuant tothis section if the corporation, including its parent and all subsidiaries:

(a) Holds 25 percent or more of the share of the marketwithin this State for any product sold or distributed by the corporation withinthis State; and

(b) Has had, during the previous 5-year period, a totalof five or more investigations commenced against the corporation, its parent orits subsidiaries in any jurisdiction within the United States, including allstate and federal investigations:

(1) Which concern any alleged contract,combination or conspiracy in restraint of trade, as described in subsection 1of NRS 598A.060, or which concernsimilar activities prohibited by a substantially similar law of anotherjurisdiction; and

(2) Which resulted in the corporation beingfined or otherwise penalized or which resulted in the corporation beingrequired to divest any holdings or being unable to acquire any holdings as acondition for the settlement, dismissal or resolution of those investigations.

3. A corporation that meets the criteria set forth insubsection 2 shall submit a statement which includes the following informationwith respect to each investigation:

(a) The jurisdiction in which the investigation wascommenced.

(b) A summary of the nature of the investigation andthe facts and circumstances surrounding the investigation.

(c) If the investigation resulted in criminal or civillitigation, a copy of all pleadings filed in the investigation by any party tothe litigation.

(d) A summary of the outcome of the investigation,including specific information concerning whether any fine or penalty wasimposed against the corporation and whether the corporation was required todivest any holdings or was unable to acquire any holdings as a condition forthe settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

(Added to NRS by 2003, 927)

NRS 78.155 Certificateof authorization to transact business. If acorporation has filed the initial or annual list in compliance with NRS 78.150 and has paid the appropriate feefor the filing, the cancelled check or other proof of payment received by thecorporation constitutes a certificate authorizing it to transact its businesswithin this State until the last day of the month in which the anniversary ofits incorporation occurs in the next succeeding calendar year.

[2:180:1925; A 1931, 408; 1931 NCL 1805](NRS A1959, 684; 1981, 62; 1983, 689; 1993, 953; 1999, 1582; 2001, 3173; 2003, 20th SpecialSession, 31)

NRS 78.165 Addressesof officers and directors required; failure to file.

1. Each list required to be filed under the provisionsof NRS 78.150 to 78.185, inclusive, must, after the name ofeach officer and director listed thereon, set forth the address, eitherresidence or business, of each officer and director.

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the corporation for which the list has been offered for filing issubject to all the provisions of NRS 78.150to 78.185, inclusive, relating tofailure to file the list within or at the times therein specified, unless alist is subsequently submitted for filing which conforms to the provisions of NRS 78.150 to 78.185, inclusive.

[3(a):180:1925; added 1951, 280](NRS A 1959, 685;1985, 233; 1991, 1219; 2003,3086; 2003,20th Special Session, 31)

NRS 78.170 Defaultingcorporations: Identification; reinstatement of corporation which isunit-owners association; penalty.

1. Each corporation which is required to make a filingand pay the fee prescribed in NRS 78.150to 78.185, inclusive, and which refusesor neglects to do so within the time provided shall be deemed in default.

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that acorporation which is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the corporation to be in default. If, after thecorporation is deemed to be in default, the Administrator notifies theSecretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuantto NRS 116.31155, the Secretary ofState shall reinstate the corporation if the corporation complies with therequirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

3. For default there must be added to the amount ofthe fee a penalty of $75. The fee and penalty must be collected as provided inthis chapter.

[4:180:1925; A 1931, 408; 1931 NCL 1807](NRS A1977, 401, 606; 1979, 185; 1983, 690; 1985, 233; 1989, 976; 1991, 1219; 1995,1113; 2001, 3173;2003, 929; 2003, 20th SpecialSession, 32)

NRS 78.175 Defaultingcorporations: Duties of Secretary of State; revocation of charter andforfeiture of right to transact business; distribution of assets.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each corporation deemed in defaultpursuant to NRS 78.170. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

2. On the first day of the first anniversary of themonth following the month in which the filing was required, the charter of thecorporation is revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a completelist containing the names of all corporations whose right to transact businesshas been forfeited.

4. The Secretary of State shall forthwith notify, byproviding written notice to its resident agent, each corporation specified insubsection 3 of the forfeiture of its charter. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

5. If the charter of a corporation is revoked and theright to transact business is forfeited as provided in subsection 2, all theproperty and assets of the defaulting domestic corporation must be held intrust by the directors of the corporation as for insolvent corporations, andthe same proceedings may be had with respect thereto as are applicable toinsolvent corporations. Any person interested may institute proceedings at anytime after a forfeiture has been declared, but, if the Secretary of Statereinstates the charter, the proceedings must at once be dismissed and allproperty restored to the officers of the corporation.

6. Where the assets are distributed, they must beapplied in the following manner:

(a) To the payment of the filing fee, penaltiesincurred and costs due the State;

(b) To the payment of the creditors of the corporation;and

(c) Any balance remaining, to distribution among thestockholders.

[Part 5:180:1925; NCL 1808](NRS A 1957, 152; 1959,59; 1973, 1026; 1977, 606; 1979, 185; 1991, 1219; 1995, 1113; 2001, 1360, 3199; 2003, 20th SpecialSession, 32)

NRS 78.180 Defaultingcorporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a corporation which has forfeited orwhich forfeits its right to transact business pursuant to the provisions ofthis chapter and shall restore to the corporation its right to carry onbusiness in this State, and to exercise its corporate privileges andimmunities, if it:

(a) Files with the Secretary of State:

(1) The list required by NRS 78.150;

(2) The statement required by NRS 78.153, if applicable; and

(3) A certificate of acceptance of appointmentsigned by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereofduring which it failed to file each required annual list in a timely manner;

(2) The fee set forth in NRS 78.153, if applicable; and

(3) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates thecorporation, he shall issue to the corporation a certificate of reinstatementif the corporation:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.

3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid, and therevocation of the charter occurred only by reason of failure to pay the feesand penalties.

4. If a corporate charter has been revoked pursuant tothe provisions of this chapter and has remained revoked for a period of 5consecutive years, the charter must not be reinstated.

[6:180:1925; A 1927, 42; NCL 1809](NRS A 1959, 60;1973, 1027; 1975, 477; 1977, 402; 1985, 234, 1871; 1991, 1220; 1993, 953; 1995,1114; 1997, 2808; 2001,1360, 3173, 3199; 2003, 20th SpecialSession, 33)

NRS 78.185 Defaultingcorporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if acorporation applies to reinstate or revive its charter but its name has beenlegally reserved or acquired by another artificial person formed, organized,registered or qualified pursuant to the provisions of this title whose name ison file with the Office of the Secretary of State or reserved in the Office ofthe Secretary of State pursuant to the provisions of this title, thecorporation shall in its application for reinstatement submit in writing to theSecretary of State some other name under which it desires its corporateexistence to be reinstated or revived. If that name is distinguishable from allother names reserved or otherwise on file, the Secretary of State shallreinstatement the corporation under that new name. Upon the issuance of acertificate of reinstatement or revival under that new name, the articles ofincorporation of the applying corporation shall be deemed to reflect the newname without the corporation having to comply with the provisions of NRS 78.385, 78.390 or 78.403.

2. If the applying corporation submits the written,acknowledged consent of the artificial person having a name, or the person whohas reserved a name, which is not distinguishable from the old name of theapplying corporation or a new name it has submitted, it may be reinstated orrevived under that name.

3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved name solely because oneor the other contains distinctive lettering, a distinctive mark, a trademark ora trade name, or any combination of these.

4. The Secretary of State may adopt regulations thatinterpret the requirements of this section.

[7:180:1925; NCL 1810](NRS A 1961, 94; 1987, 1057;1991, 1221; 1993, 953; 1997, 2809; 1999, 1582; 2003, 3086; 2003, 20th SpecialSession, 33)

STOCK AND OTHER SECURITIES; DISTRIBUTIONS

NRS 78.191 Distributiondefined. As used in NRS 78.191 to 78.307, inclusive, unless the contextotherwise requires, the word distribution means a direct or indirect transferof money or other property other than its own shares or the incurrence ofindebtedness by a corporation to or for the benefit of its stockholders withrespect to any of its shares. A distribution may be in the form of adeclaration or payment of a dividend, a purchase, redemption or otheracquisition of shares, a distribution of indebtedness, or otherwise.

(Added to NRS by 1991, 1185)

NRS 78.195 Issuanceof more than one class or series of stock; rights of stockholders.

1. If a corporation desires to have more than oneclass or series of stock, the articles of incorporation must prescribe, or vestauthority in the board of directors to prescribe, the classes, series and thenumber of each class or series of stock and the voting powers, designations,preferences, limitations, restrictions and relative rights of each class orseries of stock. If more than one class or series of stock is authorized, thearticles of incorporation or the resolution of the board of directors passedpursuant to a provision of the articles must prescribe a distinguishingdesignation for each class and series. The voting powers, designations,preferences, limitations, restrictions, relative rights and distinguishingdesignation of each class or series of stock must be described in the articlesof incorporation or the resolution of the board of directors before theissuance of shares of that class or series.

2. All shares of a series must have voting powers,designations, preferences, limitations, restrictions and relative rightsidentical with those of other shares of the same series and, except to theextent otherwise provided in the description of the series, with those of otherseries of the same class.

3. Unless otherwise provided in the articles ofincorporation, no stock issued as fully paid up may ever be assessed and thearticles of incorporation must not be amended in this particular.

4. Any rate, condition or time for payment ofdistributions on any class or series of stock may be made dependent upon anyfact or event which may be ascertained outside the articles of incorporation orthe resolution providing for the distributions adopted by the board ofdirectors if the manner in which a fact or event may operate upon the rate,condition or time of payment for the distributions is stated in the articles ofincorporation or the resolution. As used in this subsection, fact or eventincludes, without limitation, the existence of a fact or occurrence of anevent, including, without limitation, a determination or action by a person,the corporation itself or any government, governmental agency or politicalsubdivision of a government.

5. The provisions of this section do not restrict thedirectors of a corporation from taking action to protect the interests of thecorporation and its stockholders, including, but not limited to, adopting orsigning plans, arrangements or instruments that grant rights to stockholders orthat deny rights, privileges, power or authority to a holder of a specifiednumber of shares or percentage of share ownership or voting power.

[11:177:1925; A 1929, 413; 1941, 374; 1931 NCL 1610](NRS A 1961, 195; 1985, 1787; 1987, 577; 1989, 873; 1991, 1221; 1993,954; 1995, 2097; 1999,1582; 2001, 1361,3199; 2003, 3086)

NRS 78.1955 Establishmentof matters regarding class or series of stock by resolution of board ofdirectors.

1. If the voting powers, designations, preferences,limitations, restrictions and relative rights of any class or series of stockhave been established by a resolution of the board of directors pursuant to aprovision in the articles of incorporation, a certificate of designationsetting forth the resolution and stating the number of shares for eachdesignation must be signed by an officer of the corporation and filed with theSecretary of State. A certificate of designation signed and filed pursuant tothis section must become effective before the issuance of any shares of theclass or series.

2. Unless otherwise provided in the articles ofincorporation or the certificate of designation being amended, if no shares ofa class or series of stock established by a resolution of the board ofdirectors have been issued, the designation of the class or series, the numberof the class or series and the voting powers, designations, preferences,limitations, restrictions and relative rights of the class or series may beamended by a resolution of the board of directors pursuant to a certificate ofamendment filed in the manner provided in subsection 4.

3. Unless otherwise provided in the articles ofincorporation or the certificate of designation, if shares of a class or seriesof stock established by a resolution of the board of directors have beenissued, the designation of the class or series, the number of the class orseries and the voting powers, designations, preferences, limitations,restrictions and relative rights of the class or series may be amended by aresolution of the board of directors only if the amendment is approved asprovided in this subsection. Unless otherwise provided in the articles ofincorporation or the certificate of designation, the proposed amendment adoptedby the board of directors must be approved by the vote of stockholders holdingshares in the corporation entitling them to exercise a majority of the votingpower, or such greater proportion of the voting power as may be required by thearticles of incorporation or the certificate of designation, of:

(a) The class or series of stock being amended; and

(b) Each class and each series of stock which, beforeamendment, is senior to the class or series being amended as to the payment ofdistributions upon dissolution of the corporation, regardless of anylimitations or restrictions on the voting power of that class or series.

4. A certificate of amendment to a certificate ofdesignation must be signed by an officer of the corporation and filed with theSecretary of State and must:

(a) Set forth the original designation and the newdesignation, if the designation of the class or series is being amended;

(b) State that no shares of the class or series havebeen issued or state that the approval of the stockholders required pursuant tosubsection 3 has been obtained; and

(c) Set forth the amendment to the class or series orset forth the designation of the class or series, the number of the class orseries and the voting powers, designations, preferences, limitations,restrictions and relative rights of the class or series, as amended.

5. A certificate filed pursuant to subsection 1 or 4is effective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

6. If shares of a class or series of stock establishedby a certificate of designation are not outstanding, the corporation may file acertificate which states that no shares of the class or series are outstandingand which contains the resolution of the board of directors authorizing thewithdrawal of the certificate of designation establishing the class or seriesof stock. The certificate must identify the date and certificate of designationbeing withdrawn and must be signed by an officer of the corporation and filedwith the Secretary of State. Upon filing the certificate and payment of the feerequired pursuant to NRS 78.765, allmatters contained in the certificate of designation regarding the class orseries of stock are eliminated from the articles of incorporation.

7. NRS 78.380, 78.385 and 78.390 do not apply to certificates ofamendment filed pursuant to this section.

(Added to NRS by 1995, 2092; A 2001, 1362, 3199; 2005, 2177, 2250)

NRS 78.196 Requiredand authorized classes or series of stock; shares called for redemption.

1. Each corporation must have:

(a) One or more classes or series of shares thattogether have unlimited voting rights; and

(b) One or more classes or series of shares thattogether are entitled to receive the net assets of the corporation upondissolution.

If thearticles of incorporation provide for only one class of stock, that class ofstock has unlimited voting rights and is entitled to receive the net assets ofthe corporation upon dissolution.

2. The articles of incorporation, or a resolution ofthe board of directors pursuant thereto, may authorize one or more classes orseries of stock that:

(a) Have special, conditional or limited voting powers,or no right to vote, except to the extent otherwise provided by this title;

(b) Are redeemable or convertible:

(1) At the option of the corporation, thestockholders or another person, or upon the occurrence of a designated event;

(2) For cash, indebtedness, securities or otherproperty; or

(3) In a designated amount or in an amountdetermined in accordance with a designated formula or by reference to extrinsicdata or events;

(c) Entitle the stockholders to distributionscalculated in any manner, including dividends that may be cumulative, noncumulativeor partially cumulative;

(d) Have preference over any other class or series ofshares with respect to distributions, including dividends and distributionsupon the dissolution of the corporation;

(e) Have par value; or

(f) Have powers, designations, preferences,limitations, restrictions and relative rights dependent upon any fact or eventwhich may be ascertained outside of the articles of incorporation or theresolution if the manner in which the fact or event may operate on such classor series of stock is stated in the articles of incorporation or theresolution. As used in this paragraph, fact or event includes, withoutlimitation, the existence of a fact or occurrence of an event, including,without limitation, a determination or action by a person, the corporationitself or any government, governmental agency or political subdivision of agovernment.

3. Unless otherwise provided in the articles ofincorporation or in a resolution of the board of directors establishing a classor series of stock, shares which are subject to redemption and which have beencalled for redemption are not deemed to be outstanding shares for purposes ofvoting or determining the total number of shares entitled to vote on a matteron and after the date on which:

(a) Written notice of redemption has been sent to theholders of such shares; and

(b) A sum sufficient to redeem the shares has beenirrevocably deposited or set aside to pay the redemption price to the holdersof the shares upon surrender of any certificates.

4. The description of voting powers, designations,preferences, limitations, restrictions and relative rights of the classes orseries of shares contained in this section is not exclusive.

(Added to NRS by 1991, 1185; A 1999, 1583; 2001, 1363, 3199; 2003, 3087)

NRS 78.197 Rightsof persons holding obligations of corporation. Acorporation may provide in its articles of incorporation that the holder of abond, debenture or other obligation of the corporation may have any of therights of a stockholder in the corporation.

(Added to NRS by 1987, 574; A 1993, 955)

NRS 78.200 Rightsor options to purchase stock.

1. A corporation may create and issue rights oroptions entitling the holders thereof to purchase from the corporation anyshares of its stock of any class or classes to be evidenced by or in suchinstrument or instruments as are approved by the board of directors.

2. The terms upon which, the time or times, which maybe limited or unlimited in duration, at or within which, and the price orprices, including a formula by which such price or prices may be determined, atwhich any such shares may be purchased from the corporation upon the exerciseof any such right or option may be fixed and stated in the articles ofincorporation or in a resolution or resolutions adopted by the board ofdirectors providing for the creation and issue of the rights or options, and,in every case, set forth or incorporated by reference in the instrument orinstruments evidencing the rights or options. The judgment of the board ofdirectors as to the consideration for such rights or options issued isconclusive in the absence of actual fraud in the transaction.

3. The board of directors may authorize one or moreofficers of the corporation to:

(a) Designate the persons to be recipients of rights oroptions created by the corporation; and

(b) Determine the number of rights or options to bereceived by the persons designated pursuant to paragraph (a).

4. The authorization pursuant to subsection 3 mustspecify the maximum number of rights or options the officer or officers mayaward. The board of directors may not authorize an officer to designate himselfas a recipient of the rights or options.

[11(a):177:1925; added 1949, 158; 1943 NCL 1610.01](NRS A 1991, 1223; 1993, 955; 2003, 3088)

NRS 78.205 Fractionsof shares: Issuance; alternatives to issuance.

1. A corporation is not obligated to but may sign anddeliver a certificate for or including a fraction of a share.

2. In lieu of signing and delivering a certificate fora fraction of a share, a corporation may:

(a) Pay to any person otherwise entitled to become aholder of a fraction of a share an amount in cash based on a per share value,and that value or the method of determining that value must be specified in thearticles, plan of reorganization, plan of merger or exchange, resolution of theboard of directors, or other instrument pursuant to which the fractional sharewould otherwise be issued;

(b) Issue such additional fraction of a share as isnecessary to increase the fractional share to a full share; or

(c) Sign and deliver registered or bearer scrip overthe manual or facsimile signature of an officer of the corporation or of itsagent for that purpose, exchangeable as provided on the scrip for full sharecertificates, but the scrip does not entitle the holder to any rights as astockholder except as provided on the scrip. The scrip may provide that itbecomes void unless the rights of the holders are exercised within a specifiedperiod and may contain any other provisions or conditions that the corporationdeems advisable. Whenever any scrip ceases to be exchangeable for full sharecertificates, the shares that would otherwise have been issuable as provided onthe scrip are deemed to be treasury shares unless the scrip contains otherprovisions for their disposition.

3. Any proposed corporate action that would result inmoney or scrip being delivered instead of fractional shares to stockholderswho:

(a) Before the proposed corporate action becomeseffective, hold 1 percent or more of the outstanding shares of the affectedclass or series; and

(b) Would otherwise be entitled to receive fractions ofshares in exchange for the cancellation of all their outstanding shares,

is subjectto the provisions of NRS 92A.300 to 92A.500, inclusive. If the proposedcorporate action is subject to those provisions, any stockholder who is obligatedto accept money or scrip rather than receive a fraction of a share resultingfrom the action taken pursuant to this section may dissent in accordance withthe provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment ofthe fair value of the fraction of a share to which the stockholder wouldotherwise be entitled.

[11(b):177:1925; added 1953, 180](NRS A 1979, 1160;1993, 956; 2001, 1364,3199; 2003, 3089; 2005, 2178)

NRS 78.2055 Decreasein number of issued and outstanding shares of class or series: Resolution byboard of directors; approval by stockholders; rights of stockholders.

1. Unless otherwise provided in the articles ofincorporation, a corporation that desires to decrease the number of issued andoutstanding shares of a class or series held by each stockholder of record atthe effective date and time of the change without correspondingly decreasingthe number of authorized shares of the same class or series may do so if:

(a) The board of directors adopts a resolution settingforth the proposal to decrease the number of issued and outstanding shares of aclass or series; and

(b) The proposal is approved by the vote ofstockholders holding a majority of the voting power of the affected class orseries, or such greater proportion as may be provided in the articles ofincorporation, regardless of limitations or restrictions on the voting power ofthe affected class or series.

2. If the proposal required by subsection 1 isapproved by the stockholders entitled to vote, the corporation may reissue itsstock in accordance with the proposal after the effective date and time of thechange.

3. Except as otherwise provided in this subsection, ifa proposed decrease in the number of issued and outstanding shares of any classor series would adversely alter or change any preference, or any relative orother right given to any other class or series of outstanding shares, then thedecrease must be approved by the vote, in addition to any vote otherwiserequired, of the holders of shares representing a majority of the voting powerof each class or series whose preference or rights are adversely affected bythe decrease, or such greater proportion as may be provided in the articles ofincorporation, regardless of limitations or restrictions on the voting power ofthe adversely affected class or series. The decrease does not have to beapproved by the vote of the holders of shares representing a majority of thevoting power of each class or series whose preference or rights are adverselyaffected by the decrease if the articles of incorporation specifically deny theright to vote on such a decrease.

4. Any proposal to decrease the number of issued andoutstanding shares of any class or series, if any, that includes provisionspursuant to which only money will be paid or scrip will be issued tostockholders who:

(a) Before the decrease in the number of shares becomeseffective, hold 1 percent or more of the outstanding shares of the affectedclass or series; and

(b) Would otherwise be entitled to receive fractions ofshares in exchange for the cancellation of all their outstanding shares,

is subject tothe provisions of NRS 92A.300 to 92A.500, inclusive. If the proposal issubject to those provisions, any stockholder who is obligated to accept moneyor scrip rather than receive a fraction of a share resulting from the actiontaken pursuant to this section may dissent in accordance with the provisions ofNRS 92A.300 to 92A.500, inclusive, and obtain payment ofthe fair value of the fraction of a share to which the stockholder wouldotherwise be entitled.

(Added to NRS by 2001, 1357; A 2001, 3199; 2003, 3089)

NRS 78.207 Changein number of authorized shares of class or series: Resolution by board ofdirectors; approval by stockholders; rights of stockholders.

1. Unless otherwise provided in the articles ofincorporation, a corporation that desires to change the number of shares of aclass or series, if any, of its authorized stock by increasing or decreasingthe number of authorized shares of the class or series and correspondinglyincreasing or decreasing the number of issued and outstanding shares of thesame class or series held by each stockholder of record at the effective dateand time of the change, may, except as otherwise provided in subsections 2 and3, do so by a resolution adopted by the board of directors, without obtainingthe approval of the stockholders. The resolution may also provide for a changeof the par value, if any, of the same class or series of the shares increasedor decreased. After the effective date and time of the change, the corporationmay issue its stock in accordance therewith.

2. A proposal to increase or decrease the number ofauthorized shares of any class or series, if any, that includes provisionspursuant to which only money will be paid or scrip will be issued tostockholders who:

(a) Before the increase or decrease in the number ofshares becomes effective, in the aggregate hold 10 percent or more of theoutstanding shares of the affected class or series; and

(b) Would otherwise be entitled to receive fractions ofshares in exchange for the cancellation of all of their outstanding shares,

must beapproved by the vote of stockholders holding a majority of the voting power ofthe affected class or series, or such greater proportion as may be provided inthe articles of incorporation, regardless of limitations or restrictions on thevoting power thereof.

3. Except as otherwise provided in this subsection, ifa proposed increase or decrease in the number of authorized shares of any classor series would adversely alter or change any preference or any relative orother right given to any other class or series of outstanding shares, then theincrease or decrease must be approved by the vote, in addition to any voteotherwise required, of the holders of shares representing a majority of thevoting power of each class or series whose preference or rights are adverselyaffected by the increase or decrease, regardless of limitations or restrictionson the voting power thereof. The increase or decrease does not have to be approvedby the vote of the holders of shares representing a majority of the votingpower in each class or series whose preference or rights are adversely affectedby the increase or decrease if the articles of incorporation specifically denythe right to vote on such an increase or decrease.

4. Any proposal to increase or decrease the number ofauthorized shares of any class or series, if any, that includes provisionspursuant to which only money will be paid or scrip will be issued tostockholders who:

(a) Before the increase or decrease in the number ofshares becomes effective, hold 1 percent or more of the outstanding shares ofthe affected class or series; and

(b) Would otherwise be entitled to receive a fractionof a share in exchange for the cancellation of all of their outstanding shares,

is subjectto the provisions of NRS 92A.300 to 92A.500, inclusive. If the proposal issubject to those provisions, any stockholder who is obligated to accept moneyor scrip rather than receive a fraction of a share resulting from the actiontaken pursuant to this section may dissent in accordance with those provisionsand obtain payment of the fair value of the fraction of a share to which thestockholder would otherwise be entitled.

[Part 6:177:1925; A 1951, 28](NRS A 1959, 688; 1991,1224; 1993, 956; 1995, 2098; 1997, 699; 2001, 1364, 3199; 2003, 3090)

NRS 78.209 Changein number of authorized shares of class or series: Filing and effectiveness ofcertificate of change; amendment of articles of incorporation.

1. A change pursuant to NRS 78.207 is not effective until after thefiling in the Office of the Secretary of State of a certificate, signed by anofficer of the corporation, setting forth:

(a) The current number of authorized shares and the parvalue, if any, of each class or series, if any, of shares before the change;

(b) The number of authorized shares and the par value,if any, of each class or series, if any, of shares after the change;

(c) The number of shares of each affected class orseries, if any, to be issued after the change in exchange for each issued shareof the same class or series;

(d) The provisions, if any, for the issuance offractional shares, or for the payment of money or the issuance of scrip tostockholders otherwise entitled to a fraction of a share and the percentage ofoutstanding shares affected thereby; and

(e) That any required approval of the stockholders hasbeen obtained.

Theprovisions in the articles of incorporation of the corporation regarding theauthorized number and par value, if any, of the changed class or series, ifany, of shares shall be deemed amended as provided in the certificate at theeffective date and time of the change.

2. Unless an increase or decrease of the number ofauthorized shares pursuant to NRS 78.207is accomplished by an action that otherwise requires an amendment to thearticles of incorporation of the corporation, such an amendment is not requiredby that section.

3. A certificate filed pursuant to subsection 1 iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

4. If a certificate filed pursuant to subsection 1 specifiesan effective date, the board of directors may terminate the effectiveness ofthe certificate by resolution. A certificate of termination must:

(a) Be filed with the Secretary of State before theeffective date specified in the certificate filed pursuant to subsection 1;

(b) Identify the certificate being terminated;

(c) State that the effectiveness of the certificate hasbeen terminated;

(d) Be signed by an officer of the corporation; and

(e) Be accompanied by the fee required pursuant to NRS 78.765.

(Added to NRS by 1997, 694; A 2001, 1365, 3199; 2005, 2179)

NRS 78.211 Considerationfor shares: Authority of board of directors; effect of receipt; corporateaction pending receipt in future.

1. The board of directors may authorize shares to beissued for consideration consisting of any tangible or intangible property orbenefit to the corporation, including, but not limited to, cash, promissorynotes, services performed, contracts for services to be performed or othersecurities of the corporation. The judgment of the board of directors as to theconsideration received for the shares issued is conclusive in the absence ofactual fraud in the transaction.

2. When the corporation receives the consideration forwhich the board of directors authorized the issuance of shares, the sharesissued therefor are fully paid.

3. The corporation may place in escrow shares issuedfor a contract for future services or benefits or a promissory note, or makeany other arrangements to restrict the transfer of the shares. The corporationmay credit distributions made for the shares against their purchase price,until the services are performed, the benefits are received or the promissorynote is paid. If the services are not performed, the benefits are not receivedor the promissory note is not paid, the shares escrowed or restricted and thedistributions credited may be cancelled in whole or in part.

4. For the purposes of this section, benefit to thecorporation includes, without limitation, the authorization of the issuance ofshares to up to 100 persons without consideration for the sole purpose ofqualifying the corporation as a real estate investment trust pursuant to 26U.S.C. 856 et seq., as amended, or any successor provision, and anyregulations adopted pursuant thereto.

(Added to NRS by 1991, 1186; A 1993, 958; 2001, 1366, 3199; 2005, 2179)

NRS 78.215 Issuanceof shares for consideration or as share dividend.

1. A corporation may issue and dispose of itsauthorized shares for such consideration as may be prescribed in the articlesof incorporation or, if no consideration is so prescribed, then for suchconsideration as may be fixed by the board of directors.

2. If a consideration is prescribed for shares withoutpar value, that consideration must not be used to determine the fees requiredfor filing articles of incorporation pursuant to NRS 78.760.

3. Unless the articles of incorporation provideotherwise, shares may be issued pro rata and without consideration to thecorporations stockholders or to the stockholders of one or more classes orseries. An issuance of shares under this subsection is a share dividend.

4. Shares of one class or series may not be issued asa share dividend in respect of shares of another class or series unless:

(a) The articles of incorporation so authorize;

(b) A majority of the votes entitled to be cast by theclass or series to be issued approve the issue; or

(c) There are no outstanding shares of the class orseries to be issued.

5. If the board of directors does not fix the recorddate for determining stockholders entitled to a share dividend, it is the datethe board of directors authorizes the share dividend.

[13:177:1925; NCL 1612](NRS A 1975, 478; 1991,1225; 1993, 958)

NRS 78.220 Subscriptionsfor corporate shares: Payment; default; irrevocability.

1. Subscriptions to the shares of a corporation,whether made before or after its organization, must be paid in full at suchtime or in such installments at such times as determined by the board ofdirectors. Any call made by the board of directors for payment on subscriptionsmust be uniform as to all shares of the same class or series.

2. If default is made in the payment of anyinstallment or call, the corporation may proceed to collect the amount due inthe same manner as any debt due the corporation. In addition, the corporationmay sell a sufficient number of the subscribers shares at public auction topay for the installment or call and any incidental charges incurred as a resultof the sale. No penalty causing a forfeiture of a subscription, of stock forwhich a subscription has been signed, or of amounts paid thereon, may bedeclared against any subscriber unless the amount due remains unpaid for 30days after written demand. Such written demand shall be deemed made when it ismailed by registered or certified mail, return receipt requested, to thesubscribers last known address. If any of the subscribers shares are sold atpublic auction, any excess of the proceeds over the total of the amount dueplus any incidental charges of the sale must be paid to the subscriber or hislegal representative. If an action is brought to recover the amount due on asubscription or call, any judgment in favor of the corporation must be reducedby the amount of the net proceeds of any sale by the corporation of thesubscribers stock.

3. All stock subject to a delinquent installment orcall and all amounts previously paid by a delinquent subscriber for the stockmust be forfeited to the corporation if an amount due from a subscriber remainsunpaid, the corporation has complied with the requirements of subsection 2 and:

(a) A bidder does not purchase the subscribers sharesat public auction; or

(b) The corporation does not collect the defaultedamount by an action at law.

4. If a receiver of a corporation has been appointed,all unpaid subscriptions must be paid at such times and in such installments asthe receiver or the court may direct, subject, however, to the provisions ofthe subscription contract.

5. A subscription for shares of a corporation to beorganized is irrevocable for 6 months unless otherwise provided by thesubscription agreement or unless all of the subscribers consent to therevocation of the subscription.

[14:177:1925; NCL 1613](NRS A 1977, 651; 2001, 1367, 3199; 2003, 3091)

NRS 78.225 Stockholdersliability: No individual liability except for payment for which shares wereauthorized to be issued or which was specified in subscription agreement. Unless otherwise provided in the articles of incorporation,no stockholder of any corporation formed under the laws of this State is individuallyliable for the debts or liabilities of the corporation. A purchaser of sharesof stock from the corporation is not liable to the corporation or its creditorswith respect to the shares, except to pay the consideration for which theshares were authorized to be issued or which was specified in the writtensubscription agreement.

[15:177:1925; A 1929, 413; NCL 1614](NRS A 1991,1225)

NRS 78.230 Liabilityof holder of stock as collateral security; liability of executors,administrators, guardians and trustees.

1. No person holding shares in any corporation ascollateral security shall be personally liable as a stockholder.

2. No executor, administrator, guardian or trustee,unless he, without authorization, shall have voluntarily invested the trustfunds in such shares, shall be personally liable as a stockholder, but theestate and funds in the hands of such executor, administrator, guardian ortrustee shall be liable.

[16:177:1925; NCL 1615]

NRS 78.235 Stockcertificates: Validation; facsimile signatures; uncertificated shares andinformational statements; replacement.

1. Except as otherwise provided in subsection 4, everystockholder is entitled to have a certificate, signed by officers or agentsdesignated by the corporation for the purpose, certifying the number of sharesowned by him in the corporation.

2. Whenever any certificate is countersigned orotherwise authenticated by a transfer agent or transfer clerk, and by aregistrar, then a facsimile of the signatures of the officers or agents, thetransfer agent or transfer clerk or the registrar of the corporation may beprinted or lithographed upon the certificate in lieu of the actual signatures.If a corporation uses facsimile signatures of its officers and agents on itsstock certificates, it cannot act as registrar of its own stock, but itstransfer agent and registrar may be identical if the institution acting inthose dual capacities countersigns or otherwise authenticates any stock certificatesin both capacities.

3. If any officer or officers who have signed, orwhose facsimile signature or signatures have been used on, any certificate orcertificates for stock cease to be an officer or officers of the corporation,whether because of death, resignation or other reason, before the certificateor certificates have been delivered by the corporation, the certificate orcertificates may nevertheless be adopted by the corporation and be issued anddelivered as though the person or persons who signed the certificate orcertificates, or whose facsimile signature or signatures have been usedthereon, had not ceased to be an officer or officers of the corporation.

4. Unless otherwise provided in the articles ofincorporation or bylaws, the board of directors may authorize the issuance ofuncertificated shares of some or all of the shares of any or all of its classesor series. The issuance of uncertificated shares has no effect on existingcertificates for shares until surrendered to the corporation, or on therespective rights and obligations of the stockholders. Unless otherwiseprovided by a specific statute, the rights and obligations of stockholders areidentical whether or not their shares of stock are represented by certificates.

5. Within a reasonable time after the issuance ortransfer of shares without certificates, the corporation shall send thestockholder a written statement containing the information required on thecertificates pursuant to subsection 1. At least annually thereafter, thecorporation shall provide to its stockholders of record, a written statementconfirming the information contained in the informational statement previouslysent pursuant to this subsection.

6. Unless otherwise provided in the articles of incorporationor bylaws, a corporation may issue a new certificate of stock or, if authorizedby the board of directors pursuant to subsection 4, uncertificated shares inplace of a certificate previously issued by it and alleged to have been lost,stolen or destroyed. A corporation may require an owner or legal representativeof an owner of a lost, stolen or destroyed certificate to give the corporationa bond or other security sufficient to indemnify it against any claim that maybe made against it for the alleged loss, theft or destruction of a certificate,or the issuance of a new certificate or uncertificated shares.

[Part 18:177:1925; A 1929, 413; 1937, 8; 1931 NCL 1617](NRS A 1965, 1012; 1987, 579; 1991, 1226; 1993, 959; 2001, 1367, 3199)

NRS 78.240 Sharesof stock are personal property; transfers. Theshares of stock in every corporation shall be personal property and shall betransferable on the books of the corporation, in such manner and under suchregulations as may be provided in the bylaws, and as provided in chapter 104 of NRS.

[Part 18:177:1925; A 1929, 413; 1937, 8; 1931 NCL 1617](NRS A 1965, 917)

NRS 78.242 Restrictionson transfer of stock.

1. Subject to the limitation imposed by NRS 104.8204, a written restriction on thetransfer or registration of transfer of the stock of a corporation, ifpermitted by this section, may be enforced against the holder of the restrictedstock or any successor or transferee of the holder, including an executor,administrator, trustee, guardian or other fiduciary entrusted with likeresponsibility for the person or estate of the holder.

2. A restriction on the transfer or registration oftransfer of the stock of a corporation may be imposed by the articles ofincorporation or by the bylaws or by an agreement among any number ofstockholders or between one or more stockholders and the corporation. Norestriction so imposed is binding with respect to stocks issued before theadoption of the restriction unless the stockholders are parties to an agreementor voted in favor of the restriction.

3. A restriction on the transfer or the registrationof transfer of shares is valid and enforceable against the transferee of thestockholder if the restriction is not prohibited by other law and its existenceis noted conspicuously on the front or back of the stock certificate or iscontained in the statement of information required by NRS 78.235. Unless so noted, a restrictionis not enforceable against a person without knowledge of the restriction.

4. A restriction on the transfer or registration oftransfer of stock of a corporation is permitted, without limitation by thisenumeration, if it:

(a) Obligates the stockholder first to offer to thecorporation or to any other stockholder or stockholders of the corporation orto any other person or persons or to any combination of the foregoing a prioropportunity, to be exercised within a reasonable time, to acquire the stock;

(b) Obligates the corporation or any holder of stock ofthe corporation or any other person or any combination of the foregoing topurchase stock which is the subject of an agreement respecting the purchase andsale of the stock;

(c) Requires the corporation or any stockholder orstockholders to consent to any proposed transfer of the stock or to approve theproposed transferee of stock;

(d) Prohibits the transfer of the stock to designatedpersons or classes of persons, and such designation is not manifestlyunreasonable; or

(e) Prohibits the transfer of stock:

(1) To maintain the corporations status when itis dependent on the number or identity of its stockholders;

(2) To preserve exemptions under federal orstate laws governing taxes or securities, including, without limitation, thequalification of the corporation as a real estate investment trust pursuant to26 U.S.C. 856 et seq., as amended, or any successor provision, and anyregulations adopted pursuant thereto; or

(3) For any other reasonable purpose.

5. For the purposes of this section, stock includesa security convertible into or carrying a right to subscribe for or to acquirestock.

(Added to NRS by 1969, 112; A 1991, 1226; 2005, 2180)

NRS 78.245 Corporatestocks, bonds and securities not taxed when owned by nonresidents or foreigncorporations. No stocks, bonds or othersecurities issued by any corporation organized under this chapter, nor theincome or profits therefrom, nor the transfer thereof by assignment, descent, testamentarydisposition or otherwise, shall be taxed by this State when such stocks, bondsor other securities shall be owned by nonresidents of this State or by foreigncorporations.

[87:177:1925; A 1929, 413; NCL 1686]

NRS 78.250 Cancellationof outstanding certificates or change in informational statements: Issuance ofnew certificates or statements; order for surrender of certificates; penaltiesfor failure to comply.

1. When the articles of incorporation are amended inany way affecting the statements contained in certificates for outstandingshares or informational statements sent pursuant to NRS 78.235, or it becomes desirable for anyreason, in the discretion of the board of directors, to cancel any outstandingcertificate for shares and issue a new certificate therefor conforming to therights of the holder, the board of directors may send additional informationalstatements as provided in NRS 78.235 andorder any holders of outstanding certificates for shares to surrender and exchangethem for new certificates within a reasonable time to be fixed by the board ofdirectors.

2. Such an order may provide that the holder of anycertificate so ordered to be surrendered is not entitled to vote or to receivedistributions or exercise any of the other rights of stockholders of recorduntil he has complied with the order, but the order operates to suspend suchrights only after notice and until compliance.

3. The duty to surrender any outstanding certificatesmay also be enforced by action at law.

[18a:177:1925; added 1937, 8; 1931 NCL 1617.01](NRS A 1987, 580; 1993, 960)

NRS 78.257 Rightof stockholders to inspect, copy and audit financial records; exceptions; civiland criminal liability; penalty.

1. Any person who has been a stockholder of record ofany corporation and owns not less than 15 percent of all of the issued andoutstanding shares of the stock of such corporation or has been authorized inwriting by the holders of at least 15 percent of all its issued and outstandingshares, upon at least 5 days written demand, is entitled to inspect in personor by agent or attorney, during normal business hours, the books of account andall financial records of the corporation, to make copies of records, and toconduct an audit of such records. Holders of voting trust certificatesrepresenting 15 percent of the issued and outstanding shares of the corporationare regarded as stockholders for the purpose of this subsection. The right ofstockholders to inspect the corporate records may not be limited in thearticles or bylaws of any corporation.

2. All costs for making copies of records orconducting an audit must be borne by the person exercising his rights set forthin subsection 1.

3. The rights authorized by subsection 1 may be deniedto any stockholder upon his refusal to furnish the corporation an affidavitthat such inspection, copies or audit is not desired for any purpose notrelated to his interest in the corporation as a stockholder. Any stockholder orother person, exercising rights set forth in subsection 1, who uses or attemptsto use information, records or other data obtained from the corporation, forany purpose not related to the stockholders interest in the corporation as astockholder, is guilty of a gross misdemeanor.

4. If any officer or agent of any corporation keepingrecords in this State willfully neglects or refuses to permit an inspection ofthe books of account and financial records upon demand by a person entitled toinspect them, or refuses to permit an audit to be conducted, as provided insubsection 1, the corporation shall forfeit to the State the sum of $100 forevery day of such neglect or refusal, and the corporation, officer or agentthereof is jointly and severally liable to the person injured for all damagesresulting to him.

5. A stockholder who brings an action or proceeding toenforce any right set forth in this section or to recover damages resultingfrom its denial:

(a) Is entitled to costs and reasonable attorneysfees, if he prevails; or

(b) Is liable for such costs and fees, if he does notprevail,

in theaction or proceeding.

6. Except as otherwise provided in this subsection,the provisions of this section do not apply to any corporation that furnishesto its stockholders a detailed, annual financial statement or any corporationthat has filed during the preceding 12 months all reports required to be filedpursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934.A person who owns, or is authorized in writing by the owners of, at least 15percent of the issued and outstanding shares of the stock of a corporation thathas elected to be governed by subchapter S of the Internal Revenue Code andwhose shares are not listed or traded on any recognized stock exchange isentitled to inspect the books of the corporation pursuant to subsection 1 andhas the rights, duties and liabilities provided in subsections 2 to 5,inclusive.

(Added to NRS by 1971, 863; A 1977, 659; 1997, 3092; 2001, 1368, 3199; 2003, 3092)

NRS 78.265 Preemptiverights of stockholders in corporations organized before October 1, 1991.

1. The provisions of this section apply tocorporations organized in this State before October 1, 1991.

2. Except to the extent limited or denied by thissection or the articles of incorporation, shareholders have a preemptive rightto acquire unissued shares, treasury shares or securities convertible into suchshares.

3. Unless otherwise provided in the articles ofincorporation:

(a) A preemptive right does not exist:

(1) To acquire any shares issued to directors,officers or employees pursuant to approval by the affirmative vote of theholders of a majority of the shares entitled to vote or when authorized by aplan approved by such a vote of shareholders;

(2) To acquire any shares sold for aconsideration other than cash;

(3) To acquire any shares issued at the sametime that the shareholder who claims a preemptive right acquired his shares;

(4) To acquire any shares issued as part of thesame offering in which the shareholder who claims a preemptive right acquiredhis shares; or

(5) To acquire any shares, treasury shares orsecurities convertible into such shares, if the shares or the shares into whichthe convertible securities may be converted are upon issuance registeredpursuant to section 12 of the Securities Exchange Act of 1934, 15 U.S.C. 781.

(b) Holders of shares of any class that is preferred orlimited as to dividends or assets are not entitled to any preemptive right.

(c) Holders of common stock are not entitled to anypreemptive right to shares of any class that is preferred or limited as todividends or assets or to any obligations, unless convertible into shares ofcommon stock or carrying a right to subscribe to or acquire shares of commonstock.

(d) Holders of common stock without voting power haveno preemptive right to shares of common stock with voting power.

(e) The preemptive right is only an opportunity toacquire shares or other securities upon such terms as the board of directorsfixes for the purpose of providing a fair and reasonable opportunity for theexercise of such right.

[23:177:1925; NCL 1622](NRS A 1977, 909; 1987,581; 1991, 1227)

NRS 78.267 Preemptiverights of stockholders in corporations organized on or after October 1, 1991.

1. The provisions of this section apply tocorporations organized in this State on or after October 1, 1991.

2. The stockholders of a corporation do not have apreemptive right to acquire the corporations unissued shares except to theextent the articles of incorporation so provide.

3. A statement included in the articles ofincorporation that the corporation elects to have preemptive rights or wordsof similar import have the following effects unless the articles ofincorporation otherwise provide:

(a) The stockholders of the corporation have apreemptive right, granted on uniform terms and conditions prescribed by theboard of directors to provide a fair and reasonable opportunity to exercise theright, to acquire proportional amounts of the corporations unissued sharesupon the decision of the board of directors to issue them.

(b) A stockholder may waive his preemptive right. Awaiver evidenced by a writing is irrevocable even though it is not supported byconsideration.

(c) There is no preemptive right with respect to:

(1) Shares issued as compensation to directors,officers, agents or employees of the corporation, its subsidiaries oraffiliates;

(2) Shares issued to satisfy rights ofconversion or options created to provide compensation to directors, officers,agents or employees of the corporation, its subsidiaries or affiliates;

(3) Shares authorized in articles ofincorporation which are issued within 6 months from the effective date ofincorporation; or

(4) Shares sold otherwise than for money.

(d) Holders of shares of any class without generalvoting rights but with preferential rights to distributions or assets have nopreemptive rights with respect to shares of any class.

(e) Holders of shares of any class with general votingrights but without preferential rights to distributions or assets have nopreemptive rights with respect to shares of any class with preferential rightsto distributions or assets unless the shares with preferential rights areconvertible into or carry a right to subscribe for or acquire shares withoutpreferential rights.

(f) Shares subject to preemptive rights that are notacquired by stockholders may be issued to any person for 1 year after beingoffered to stockholders at a consideration set by the board of directors thatis not lower than the consideration set for the exercise of preemptive rights.An offer at a lower consideration or after the expiration of one year issubject to the stockholders preemptive rights.

4. As used in this section, shares includes asecurity convertible into or carrying a right to subscribe for or acquireshares.

(Added to NRS by 1991, 1187)

NRS 78.275 Assessmentson stock: Levy and collection; sale after default in payment.

1. The directors may at such times and in such amount,as they may from time to time deem the interest of the corporation to require,levy and collect assessments upon the assessable stock of the corporation inthe manner provided in this section.

2. Notice of each assessment must be given to thestockholders personally, or by publication once a week for at least 4 weeks, insome newspaper published in the county in which the registered office or placeof business of the corporation is located, and in a newspaper published in thecounty wherein the property of the corporation is situated if in this State,and if no paper is published in either of those counties, then the newspaperpublished nearest to the registered office in the State.

3. If after the notice has been given, any stockholderdefaults in the payment of the assessment upon the shares held by him, so manyof those shares may be sold as will be necessary for the payment of theassessment upon all the shares held by him, together with all costs ofadvertising and expenses of sale. The sale of the shares must be made at theoffice of the corporation at public auction to the highest bidder, after anotice thereof published for 4 weeks as directed in this section, and a copy ofthe notice mailed to each delinquent stockholder if his address is known 4weeks before the sale. At the sale the person who offers to pay the assessmentso due, together with the expenses of advertising and sale, for the smallestnumber of shares, or portion of a share, as the case may be, shall be deemedthe highest bidder.

[Part 74:177:1925; NCL 1673](NRS A 1993, 960)

NRS 78.280 Purchaseby corporation of its own stock at assessment sale when no other availablepurchaser.

1. Every corporation in this State may, whenever atany assessment sale of the stock of the corporation no person will take thestock and pay the assessment, or amount unpaid and due thereon and costs,purchase such stock and hold the stock for the benefit of the corporation.

2. All purchases of its own stock by any corporationin this State which have been previously made at assessment sales whereatoutside persons have failed to bid, and which purchases were for the amount ofassessments due, and costs or otherwise, are valid, and vest the legal title tothe stock in the corporation.

3. The stock so purchased is subject to the control ofthe remaining stockholders, who may dispose of the stock as they may deem fit.

4. Whenever any portion of the stock of anycorporation is held by the corporation by purchase or otherwise, a majority ofthe remaining shares of stock in the corporation is a majority of the shares ofthe stock in the incorporated company, for all purposes of election or votingon any question before a stockholders meeting.

[Part 74:177:1925; NCL 1673](NRS A 1993, 2764)

NRS 78.283 Treasuryshares: Definition; limitations; retirement and disposal.

1. As used in this section, treasury sharesmeans shares of a corporation issued and thereafter acquired by the corporationor another entity, the majority of whose outstanding voting power to elect itsgeneral partner, directors, managers or members of the governing body isbeneficially held, directly or indirectly, by the corporation, which have notbeen retired or restored to the status of unissued shares.

2. Treasury shares held by the corporation do notcarry voting rights or participate in distributions, may not be counted asoutstanding shares for any purpose and may not be counted as assets of thecorporation for the purpose of computing the amount available for distributions.

3. Treasury shares held by another entity, themajority of whose outstanding voting power to elect its general partner,directors, managers or members of the governing body is beneficially held,directly or indirectly, by the corporation, do not carry voting rights and,unless otherwise determined by the board of directors of the corporation, donot participate in distributions, may not be counted as outstanding shares forany purpose and may not be counted as assets of the entity.

4. Unless the articles of incorporation provideotherwise, treasury shares may be retired and restored to the status ofauthorized and unissued shares without an amendment to the articles ofincorporation or may be disposed of for such consideration as the board ofdirectors may determine.

5. This section does not limit the right of acorporation to vote its shares held by it in a fiduciary capacity.

(Added to NRS by 1959, 682; A 1981, 1890; 1991, 1228;1997, 701; 2005, 2181)

NRS 78.288 Distributionsto stockholders.

1. Except as otherwise provided in subsection 2 andthe articles of incorporation, a board of directors may authorize and thecorporation may make distributions to its stockholders, including distributionson shares that are partially paid.

2. No distribution may be made if, after giving iteffect:

(a) The corporation would not be able to pay its debtsas they become due in the usual course of business; or

(b) Except as otherwise specifically allowed by thearticles of incorporation, the corporations total assets would be less thanthe sum of its total liabilities plus the amount that would be needed, if thecorporation were to be dissolved at the time of distribution, to satisfy thepreferential rights upon dissolution of stockholders whose preferential rightsare superior to those receiving the distribution.

3. The board of directors may base a determinationthat a distribution is not prohibited pursuant to subsection 2 on:

(a) Financial statements prepared on the basis ofaccounting practices that are reasonable in the circumstances;

(b) A fair valuation, including, but not limited to,unrealized appreciation and depreciation; or

(c) Any other method that is reasonable in thecircumstances.

4. The effect of a distribution pursuant to subsection2 must be measured:

(a) In the case of a distribution by purchase,redemption or other acquisition of the corporations shares, as of the earlierof:

(1) The date money or other property istransferred or debt incurred by the corporation; or

(2) The date upon which the stockholder ceasesto be a stockholder with respect to the acquired shares.

(b) In the case of any other distribution ofindebtedness, as of the date the indebtedness is distributed.

(c) In all other cases, as of:

(1) The date the distribution is authorized ifthe payment occurs within 120 days after the date of authorization; or

(2) The date the payment is made if it occursmore than 120 days after the date of authorization.

5. A corporations indebtedness to a stockholderincurred by reason of a distribution made in accordance with this section is atparity with the corporations indebtedness to its general unsecured creditorsexcept to the extent subordinated by agreement.

6. Indebtedness of a corporation, includingindebtedness issued as a distribution, is not considered a liability forpurposes of determinations pursuant to subsection 2 if its terms provide thatpayment of principal and interest are made only if and to the extent thatpayment of a distribution to stockholders could then be made pursuant to thissection. If the indebtedness is issued as a distribution, each payment ofprincipal or interest must be treated as a distribution, the effect of whichmust be measured on the date the payment is actually made.

(Added to NRS by 1991, 1187; A 2001, 1369, 3199)

NRS 78.300 Liabilityof directors for unlawful distributions.

1. The directors of a corporation shall not makedistributions to stockholders except as provided by this chapter.

2. Except as otherwise provided in subsection 3 and NRS 78.138, in case of any violation of theprovisions of this section, the directors under whose administration theviolation occurred are jointly and severally liable, at any time within 3 yearsafter each violation, to the corporation, and, in the event of its dissolutionor insolvency, to its creditors at the time of the violation, or any of them,to the lesser of the full amount of the distribution made or of any losssustained by the corporation by reason of the distribution to stockholders.

3. The liability imposed pursuant to subsection 2 doesnot apply to a director who caused his dissent to be entered upon the minutesof the meeting of the directors at the time the action was taken or who was notpresent at the meeting and caused his dissent to be entered on learning of theaction.

[75:177:1925; A 1931, 415; 1949, 158; 1943 NCL 1674](NRS A 1987, 83; 1991, 1229; 2001, 3174)

NRS 78.307 Investmentcompany and open-end investment company defined; redemption of shares byopen-end investment company.

1. As used in this section, unless the contextrequires otherwise:

(a) Investment company means any corporation, trust,association or fund which is engaged or proposes to engage in the business ofinvesting, reinvesting, owning, holding or trading in securities, and whoseassets are invested principally in cash or in securities of other issuers.

(b) Open-end investment company means any investmentcompany which issues one or more series or classes of securities under theterms of which the holder of the security, upon presentation thereof to theissuer, is entitled to receive approximately his proportionate share of thecurrent net assets of the issuer applicable to such series or class, or thecash equivalent thereof.

2. An open-end investment company may, from time totime, redeem its shares, in accordance with their terms, at approximately theproportionate share of the current net assets of the issuer applicable to suchshares, or the cash equivalent thereof.

(Added to NRS by 1961, 174)

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 78.310 Stockholders and directorsmeetings: Location; authority to call.

1. Meetings of stockholders and directors of anycorporation organized pursuant to the provisions of this chapter may be heldwithin or without this State, in the manner provided by the bylaws of thecorporation. The articles of incorporation may designate any place or placeswhere such stockholders or directors meetings may be held, but in the absenceof any provision therefor in the articles of incorporation, then the meetingsmust be held within or without this State, as directed from time to time by thebylaws of the corporation.

2. Unless otherwise provided in the articles ofincorporation or bylaws, the entire board of directors, any two directors orthe president may call annual and special meetings of the stockholders anddirectors.

[Part 31:177:1925; NCL 1630](NRS A 1993, 961; 2001, 1370, 3199)

NRS 78.315 Directorsmeetings: Quorum; consent for actions taken without meeting; participation bytelephone or similar method.

1. Unless the articles of incorporation or the bylawsprovide for a greater or lesser proportion, a majority of the board ofdirectors of the corporation then in office, at a meeting duly assembled, isnecessary to constitute a quorum for the transaction of business, and the actof directors holding a majority of the voting power of the directors, presentat a meeting at which a quorum is present, is the act of the board ofdirectors.

2. Unless otherwise restricted by the articles ofincorporation or bylaws, any action required or permitted to be taken at ameeting of the board of directors or of a committee thereof may be takenwithout a meeting if, before or after the action, a written consent thereto issigned by all the members of the board or of the committee.

3. Unless otherwise restricted by the articles ofincorporation or bylaws, members of the board of directors or the governingbody of any corporation, or of any committee designated by such board or body,may participate in a meeting of the board, body or committee by means of atelephone conference or similar methods of communication by which all personsparticipating in the meeting can hear each other. Participation in a meetingpursuant to this subsection constitutes presence in person at the meeting.

[Part 31:177:1925; NCL 1630](NRS A 1957, 75; 1959,685; 1977, 412; 1991, 1229; 1993, 961; 1997, 701; 2001, 1370, 3199)

NRS 78.320 Stockholdersmeetings: Quorum; consent for actions taken without meeting; participation bytelephone or similar method.

1. Unless this chapter, the articles ofincorporation or the bylaws provide for different proportions:

(a) A majority of the voting power, which includes thevoting power that is present in person or by proxy, regardless of whether theproxy has authority to vote on all matters, constitutes a quorum for thetransaction of business; and

(b) Action by the stockholders on a matter other thanthe election of directors is approved if the number of votes cast in favor ofthe action exceeds the number of votes cast in opposition to the action.

2. Unless otherwise provided in the articles ofincorporation or the bylaws, any action required or permitted to be taken at ameeting of the stockholders may be taken without a meeting if, before or afterthe action, a written consent thereto is signed by stockholders holding atleast a majority of the voting power, except that if a different proportion ofvoting power is required for such an action at a meeting, then that proportionof written consents is required.

3. In no instance where action is authorized bywritten consent need a meeting of stockholders be called or notice given.

4. Unless otherwise restricted by the articles ofincorporation or bylaws, stockholders may participate in a meeting ofstockholders by means of a telephone conference or similar methods ofcommunication by which all persons participating in the meeting can hear eachother. Participation in a meeting pursuant to this subsection constitutespresence in person at the meeting.

5. Unless otherwise provided in this chapter, thearticles of incorporation or the bylaws, if voting by a class or series ofstockholders is permitted or required, a majority of the voting power of theclass or series that is present in person or by proxy, regardless of whetherthe proxy has authority to vote on all matters, constitutes a quorum for thetransaction of business. An act by the stockholders of each class or series isapproved if a majority of the voting power of a quorum of the class or seriesvotes for the action.

[29(a):177:1925; added 1949, 158; 1943 NCL 1628.01](NRS A 1959, 686; 1987, 581; 1989, 875; 1991, 1229; 1993, 961; 1997,702; 1999, 1584; 2001, 1371, 3199)

NRS 78.325 Actionsat meetings not regularly called: Ratification and approval.

1. Whenever all persons entitled to vote at anymeeting, whether of directors, trustees or stockholders, consent, either by:

(a) A writing on the records of the meeting or filedwith the secretary;

(b) Presence at such meeting and oral consent enteredon the minutes; or

(c) Taking part in the deliberations at such meetingwithout objection,

the doingsof such meeting shall be as valid as if had at a meeting regularly called andnoticed.

2. At such meeting any business may be transactedwhich is not excepted from the written consent or to the consideration of whichno objection for want of notice is made at the time.

3. If any meeting be irregular for want of notice orof such consent, provided a quorum was present at such meeting, the proceedingsof the meeting may be ratified and approved and rendered likewise valid and theirregularity or defect therein waived by a writing signed by all parties havingthe right to vote at such meeting.

4. Such consent or approval of stockholders orcreditors may be by proxy or attorney, but all such proxies and powers ofattorney must be in writing.

[Part 92:177:1925; A 1929, 413; NCL 1691]

NRS 78.330 Directors:Election; terms; classification; voting power.

1. Unless elected pursuant to NRS 78.320, directors of every corporationmust be elected at the annual meeting of the stockholders by a plurality of thevotes cast at the election. Unless otherwise provided in this chapter or in thebylaws, the board of directors has the authority to set the date, time andplace for the annual meeting of the stockholders. If for any reason directorsare not elected pursuant to NRS 78.320or at the annual meeting of the stockholders, they may be elected at anyspecial meeting of the stockholders which is called and held for that purpose.Unless otherwise provided in the articles of incorporation or bylaws, eachdirector holds office after the expiration of his term until his successor iselected and qualified, or until he resigns or is removed.

2. The articles of incorporation or the bylaws mayprovide for the classification of directors as to the duration of theirrespective terms of office or as to their election by one or more authorizedclasses or series of shares, but at least one-fourth in number of the directorsof every corporation must be elected annually. If an amendment reclassifyingthe directors would otherwise increase the term of a director, unless theamendment is to the articles of incorporation and otherwise provides, the termof each incumbent director on the effective date of the amendment terminates onthe date it would have terminated had there been no reclassification.

3. The articles of incorporation may provide that thevoting power of individual directors or classes of directors may be greaterthan or less than that of any other individual directors or classes ofdirectors, and the different voting powers may be stated in the articles ofincorporation or may be dependent upon any fact or event that may beascertained outside the articles of incorporation if the manner in which thefact or event may operate on those voting powers is stated in the articles of incorporation.If the articles of incorporation provide that any directors may have votingpower greater than or less than other directors, every reference in thischapter to a majority or other proportion of directors shall be deemed to referto a majority or other proportion of the voting power of all of the directorsor classes of directors, as may be required by the articles of incorporation.

[Part 33:177:1925; A 1929, 413; NCL 1632](NRS A1967, 267; 1979, 215; 1987, 582; 1989, 875; 1993, 962; 1999, 1585; 2001, 1371, 3199)

NRS 78.335 Directors:Removal; filling of vacancies.

1. Except as otherwise provided in this section, anydirector or one or more of the incumbent directors may be removed from officeby the vote of stockholders representing not less than two-thirds of the votingpower of the issued and outstanding stock entitled to vote.

2. In the case of corporations which have provided intheir articles of incorporation for the election of directors by cumulativevoting, any director or directors who constitute fewer than all of theincumbent directors may not be removed from office at any one time or as theresult of any one transaction under the provisions of this section except uponthe vote of stockholders owning sufficient shares to prevent each directorselection to office at the time of removal.

3. The articles of incorporation may require theconcurrence of more than two-thirds of the voting power of the issued andoutstanding stock entitled to vote in order to remove one or more directorsfrom office.

4. Whenever the holders of any class or series ofshares are entitled to elect one or more directors, unless otherwise providedin the articles of incorporation, removal of any such director requires onlythe proportion of votes, specified in subsection 1, of the holders of thatclass or series, and not the votes of the outstanding shares as a whole.

5. All vacancies, including those caused by anincrease in the number of directors, may be filled by a majority of theremaining directors, though less than a quorum, unless it is otherwise providedin the articles of incorporation.

6. Unless otherwise provided in the articles ofincorporation, when one or more directors give notice of his or theirresignation to the board, effective at a future date, the board may fill thevacancy or vacancies to take effect when the resignation or resignations becomeeffective, each director so appointed to hold office during the remainder ofthe term of office of the resigning director or directors.

7. If the articles or bylaws provide that the holdersof any class or series of shares are entitled to elect one or more directorsunder specified circumstances and that, upon termination of those specifiedcircumstances, the right terminates and the directors elected by the holders ofthe class or series of shares are no longer directors, the termination of adirector pursuant to such provisions in the articles or bylaws shall not bedeemed a removal of the director pursuant to this section.

[Part 33:177:1925; A 1929, 413; NCL 1632](NRS A1989, 875; 1991, 1230; 1993, 962; 1999, 1585; 2003, 3093)

NRS 78.340 Failureto hold election of directors on regular day does not dissolve corporation. If the directors shall not be elected on the daydesignated for the purpose, the corporation shall not for that reason bedissolved; but every director shall continue to hold his office and dischargehis duties until his successor has been elected.

[34:177:1925; NCL 1633]

NRS 78.345 Electionof directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within18 months after the last election of directors required by NRS 78.330, the district court hasjurisdiction in equity, upon application of any one or more stockholdersholding stock entitling them to exercise at least 15 percent of the votingpower, to order the election of directors in the manner required by NRS 78.330.

2. The application must be made by petition filed inthe county where the registered office of the corporation is located and mustbe brought on behalf of all stockholders desiring to be joined therein. Suchnotice must be given to the corporation and the stockholders as the court maydirect.

3. The directors elected pursuant to this section havethe same rights, powers and duties and the same tenure of office as directorselected by the stockholders at the annual meeting held at the time prescribedtherefor, next before the date of the election pursuant to this section, wouldhave had.

[35:177:1925; NCL 1634](NRS A 1991, 1231)

NRS 78.347 Applicationby stockholder for order of court appointing custodian or receiver; authorityof custodian.

1. Any stockholder may apply to the district court toappoint one or more persons to be custodians of the corporation, and, if thecorporation is insolvent, to be receivers of the corporation when:

(a) The business of the corporation is suffering or isthreatened with irreparable injury because the directors are so dividedrespecting the management of the affairs of the corporation that a requiredvote for action by the board of directors cannot be obtained and thestockholders are unable to terminate this division; or

(b) The corporation has abandoned its business and hasfailed within a reasonable time to take steps to dissolve, liquidate ordistribute its assets in accordance with this chapter.

2. A custodian appointed pursuant to this section hasall the powers and title of a trustee appointed under NRS 78.590, 78.635 and 78.650, but the authority of the custodianis to continue the business of the corporation and not to liquidate its affairsor distribute its assets, except when the district court so orders and exceptin cases arising pursuant to paragraph (b) of subsection 1.

(Added to NRS by 1991, 1188)

NRS 78.350 Votingrights of stockholders; determination of stockholders entitled to notice of andto vote at meeting.

1. Unless otherwise provided in the articles ofincorporation, or in the resolution providing for the issuance of the stockadopted by the board of directors pursuant to authority expressly vested in itby the provisions of the articles of incorporation, every stockholder of recordof a corporation is entitled at each meeting of stockholders thereof to onevote for each share of stock standing in his name on the records of thecorporation. If the articles of incorporation, or the resolution providing forthe issuance of the stock adopted by the board of directors pursuant toauthority expressly vested in it by the articles of incorporation, provides formore or less than one vote per share for any class or series of shares on anymatter, every reference in this chapter to a majority or other proportion ofstock shall be deemed to refer to a majority or other proportion of the votingpower of all of the shares or those classes or series of shares, as may berequired by the articles of incorporation, or in the resolution providing forthe issuance of the stock adopted by the board of directors pursuant to authorityexpressly vested in it by the provisions of the articles of incorporation, orthe provisions of this chapter.

2. Unless a period of more than 60 days or a period ofless than 10 days is prescribed or fixed in the articles of incorporation, thedirectors may prescribe a period not exceeding 60 days before any meeting ofthe stockholders during which no transfer of stock on the books of thecorporation may be made, or may fix, in advance, a record date not more than 60or less than 10 days before the date of any such meeting as the date as ofwhich stockholders entitled to notice of and to vote at such meetings must bedetermined. Only stockholders of record on that date are entitled to notice orto vote at such a meeting. If a record date is not fixed, the record date is atthe close of business on the day before the day on which the first notice isgiven or, if notice is waived, at the close of business on the day before themeeting is held. A determination of stockholders of record entitled to noticeof or to vote at a meeting of stockholders applies to an adjournment of themeeting unless the board of directors fixes a new record date for the adjournedmeeting. The board of directors must fix a new record date if the meeting isadjourned to a date more than 60 days later than the date set for the originalmeeting.

3. The board of directors may adopt a resolutionprescribing a date upon which the stockholders of record entitled to givewritten consent pursuant to NRS 78.320must be determined. The date prescribed by the board of directors may notprecede or be more than 10 days after the date the resolution is adopted by theboard of directors. If the board of directors does not adopt a resolutionprescribing a date upon which the stockholders of record entitled to givewritten consent pursuant to NRS 78.320must be determined and:

(a) No prior action by the board of directors isrequired by this chapter or chapter 92A ofNRS before the matter is submitted for consideration by the stockholders, thedate is the first date on which a valid, written consent is delivered inaccordance with the provisions of NRS 78.320.

(b) Prior action by the board of directors is requiredby this chapter or chapter 92A of NRS beforethe matter is submitted for consideration by the stockholders, the date is atthe close of business on the day the board of directors adopts the resolution.

4. The provisions of this section do not restrict thedirectors from taking action to protect the interests of the corporation andits stockholders, including, but not limited to, adopting or signing plans,arrangements or instruments that deny rights, privileges, power or authority toa holder or holders of a specified number of shares or percentage of shareownership or voting power.

[28:177:1925; NCL 1627](NRS A 1965, 1012; 1989,876; 1991, 1231; 1993, 963; 1999, 1586; 2003, 3094; 2005, 2181)

NRS 78.352 Votingrights: Persons holding stock in fiduciary capacity; persons whose stock ispledged; joint owners of stock.

1. A person holding stock in a fiduciary capacity isentitled to vote the shares so held.

2. A person whose stock is pledged is entitled tovote, unless in the pledge the pledgor has expressly empowered the pledgee tovote the stock, in which case only the pledgee or the proxy of the pledgee mayvote the stock.

3. If shares or other securities having voting powerstand of record in the names of two or more persons, whether fiduciaries, jointtenants, tenants in common or otherwise, or if two or more persons have thesame fiduciary relationship respecting the shares or securities, unless thesecretary of the corporation is given written notice to the contrary and isfurnished with a copy of the instrument or order appointing them or creatingthe relationship, their acts with respect to voting have the following effect:

(a) If only one votes, that persons act binds all;

(b) If more than one votes, the act chosen by amajority of votes binds all; or

(c) If more than one votes, but the vote is evenlysplit on any particular matter, each faction may vote the shares or securitiesin question proportionally.

(Added to NRS by 2001, 1356; A 2001, 3199)

NRS 78.355 Stockholdersproxies.

1. At any meeting of the stockholders of anycorporation any stockholder may designate another person or persons to act as aproxy or proxies. If any stockholder designates two or more persons to act asproxies, a majority of those persons present at the meeting, or, if only one ispresent, then that one has and may exercise all of the powers conferred by thestockholder upon all of the persons so designated unless the stockholderprovides otherwise.

2. Without limiting the manner in which a stockholdermay authorize another person or persons to act for him as proxy pursuant tosubsection 1, the following constitute valid means by which a stockholder maygrant such authority:

(a) A stockholder may sign a writing authorizinganother person or persons to act for him as proxy. The proxy may be limited toaction on designated matters.

(b) A stockholder may authorize another person orpersons to act for him as proxy by transmitting or authorizing the transmissionof an electronic record to the person who will be the holder of the proxy or toa firm which solicits proxies or like agent who is authorized by the person whowill be the holder of the proxy to receive the transmission. Any suchelectronic record must either set forth or be submitted with information fromwhich it can be determined that the electronic record was authorized by thestockholder. If it is determined that the electronic record is valid, thepersons appointed by the corporation to count the votes of stockholders and determinethe validity of proxies and ballots or other persons making thosedeterminations must specify the information upon which they relied.

3. Any copy, communication by electronic transmissionor other reliable reproduction of the record created pursuant to subsection 2may be substituted for the original record for any purpose for which theoriginal record could be used, if the copy, communication by electronictransmission or other reproduction is a complete reproduction of the entireoriginal record.

4. Except as otherwise provided in subsection 5, nosuch proxy is valid after the expiration of 6 months from the date of itscreation unless the stockholder specifies in it the length of time for which itis to continue in force, which may not exceed 7 years from the date of itscreation. Subject to these restrictions, any proxy properly created is notrevoked and continues in full force and effect until:

(a) Another instrument or transmission revoking it or aproperly created proxy bearing a later date is filed with or transmitted to thesecretary of the corporation or another person or persons appointed by thecorporation to count the votes of stockholders and determine the validity ofproxies and ballots; or

(b) The stockholder revokes the proxy by attending themeeting and voting the stockholders shares in person, in which case, any votecast by the person or persons designated by the stockholder to act as a proxyor proxies must be disregarded by the corporation when the votes are counted.

5. A proxy shall be deemed irrevocable if the writtenauthorization states that the proxy is irrevocable, but is irrevocable only foras long as it is coupled with an interest sufficient in law to support anirrevocable power, including, without limitation, the appointment as proxy of apledgee, a person who purchased or agreed to purchase the shares, a creditor ofthe corporation who extended it credit under terms requiring the appointment,an employee of the corporation whose employment contract requires the appointmentor a party to a voting agreement created pursuant to subsection 3 of NRS 78.365. Unless otherwise provided inthe proxy, a proxy made irrevocable pursuant to this subsection is revoked whenthe interest with which it is coupled is extinguished, but the corporation mayhonor the proxy until notice of the extinguishment of the proxy is received bythe corporation. A transferee for value of shares subject to an irrevocableproxy may revoke the proxy if he did not know of its existence when he acquiredthe shares and the existence of the irrevocable appointment was not notedconspicuously on the certificate representing the shares or on the informationstatement for shares without certificates.

6. If any stockholder subject to a properly createdirrevocable proxy attends any meeting of the stockholders for which theauthorization grants authority to act on the stockholders behalf at themeeting to a proxy or proxies, unless expressly otherwise provided in thewritten authorization or electronic record:

(a) Only the proxy or proxies may have and exercise allthe powers of the stockholder at the meeting; and

(b) Only a vote of the proxy or proxies may be regardedby the corporation when the votes are counted.

[29:177:1925; A 1953, 180](NRS A 1991, 1232; 1997,702; 2003, 3095; 2005, 2182)

NRS 78.360 Cumulativevoting.

1. The articles of incorporation of any corporationmay provide that at all elections of directors of the corporation each holderof stock possessing voting power is entitled to as many votes as equal thenumber of his shares of stock multiplied by the number of directors to beelected, and that he may cast all of his votes for a single director or maydistribute them among the number to be voted for or any two or more of them, ashe may see fit. To exercise the right of cumulative voting, one or more of thestockholders requesting cumulative voting must give written notice to thepresident or secretary of the corporation that the stockholder desires that thevoting for the election of directors be cumulative.

2. The notice must be given not less than 48 hoursbefore the time fixed for holding the meeting, if notice of the meeting hasbeen given at least 10 days before the date of the meeting, and otherwise notless than 24 hours before the meeting. At the meeting, before the commencementof voting for the election of directors, an announcement of the giving of thenotice must be made by the chairman or the secretary of the meeting or by or onbehalf of the stockholder giving the notice. Notice to stockholders of therequirement of this subsection must be contained in the notice calling themeeting or in the proxy material accompanying the notice.

[30:177:1925; NCL 1629](NRS A 1969, 101; 1991,1233; 1993, 963)

NRS 78.365 Votingtrusts.

1. A stockholder, by agreement in writing, maytransfer his stock to a voting trustee or trustees for the purpose ofconferring the right to vote the stock for a period not exceeding 15 years uponthe terms and conditions therein stated. Any certificates of stock sotransferred must be surrendered and cancelled and new certificates for thestock issued to the trustee or trustees in which it must appear that they areissued pursuant to the agreement, and in the entry of ownership in the properbooks of the corporation that fact must also be noted, and thereupon thetrustee or trustees may vote the stock so transferred during the terms of theagreement. A duplicate of every such agreement must be filed in the registeredoffice of the corporation and at all times during its terms be open toinspection by any stockholder or his attorney.

2. At any time within the 2 years next preceding theexpiration of an agreement entered into pursuant to the provisions ofsubsection 1, or the expiration of an extension of that agreement, anybeneficiary of the trust may, by written agreement with the trustee ortrustees, extend the duration of the trust for a time not to exceed 15 yearsafter the scheduled expiration date of the original agreement or the latestextension. An extension is not effective unless the trustee, before theexpiration date of the original agreement or the latest extension, files aduplicate of the agreement providing for the extension in the registered officeof the corporation. An agreement providing for an extension does not affect therights or obligations of any person not a party to that agreement.

3. An agreement between two or more stockholders, ifin writing and signed by them, may provide that in exercising any voting rightsthe stock held by them must be voted:

(a) Pursuant to the provisions of the agreement;

(b) As they may subsequently agree; or

(c) In accordance with a procedure agreed upon.

4. An agreement entered into pursuant to theprovisions of subsection 3 is not effective for a term of more than 15 years,but at any time within the 2 years next preceding the expiration of theagreement the parties thereto may extend its duration for as many additionalperiods, each not to exceed 15 years, as they wish.

5. An agreement entered into pursuant to theprovisions of subsection 1 or 3 is not invalidated by the fact that by itsterms its duration is more than 15 years, but its duration shall be deemedamended to conform with the provisions of this section.

[22:177:1925; A 1929, 413; 1951, 328](NRS A 1987,582; 1989, 976; 1991, 1234; 1993, 964)

NRS 78.370 Noticeto stockholders.

1. If under the provisions of this chapterstockholders are required or authorized to take any action at a meeting, thenotice of the meeting must be in writing and signed by the president or a vicepresident, or the secretary or an assistant secretary, or by such other naturalperson or persons as the bylaws may prescribe or permit or the directors maydesignate.

2. The notice must state the purpose or purposes forwhich the meeting is called, the time when, and the place, which may be withinor without this State, where it is to be held, and the means of electroniccommunications, if any, by which stockholders and proxies shall be deemed to bepresent in person and vote.

3. A copy of the notice must be delivered personally,mailed postage prepaid or given as provided in subsection 8 to each stockholderof record entitled to vote at the meeting not less than 10 nor more than 60 daysbefore the meeting. If mailed, it must be directed to the stockholder at hisaddress as it appears upon the records of the corporation, and upon the mailingof any such notice the service thereof is complete, and the time of the noticebegins to run from the date upon which the notice is deposited in the mail fortransmission to the stockholder. Personal delivery of any such notice to anyofficer of a corporation or association, to any member of a limited-liabilitycompany managed by its members, to any manager of a limited-liability companymanaged by managers, to any general partner of a partnership or to any trusteeof a trust constitutes delivery of the notice to the corporation, association,limited-liability company, partnership or trust.

4. The articles of incorporation or the bylaws mayrequire that the notice be also published in one or more newspapers.

5. Notice delivered or mailed to a stockholder inaccordance with the provisions of this section and the provisions, if any, ofthe articles of incorporation or the bylaws is sufficient, and in the event ofthe transfer of his stock after such delivery or mailing and before the holdingof the meeting it is not necessary to deliver or mail notice of the meeting tothe transferee.

6. Unless otherwise provided in the articles ofincorporation or the bylaws, if notice is required to be given, under anyprovision of this chapter or the articles of incorporation or bylaws of anycorporation, to any stockholder to whom:

(a) Notice of two consecutive annual meetings, and allnotices of meetings or of the taking of action by written consent without ameeting to him during the period between those two consecutive annual meetings;or

(b) All, and at least two, payments sent by first-classmail of dividends or interest on securities during a 12-month period,

have beenmailed addressed to him at his address as shown on the records of thecorporation and have been returned undeliverable, the giving of further noticesto him is not required. Any action or meeting taken or held without notice tosuch a stockholder has the same effect as if the notice had been given. If anysuch stockholder delivers to the corporation a written notice setting forth hiscurrent address, the requirement that notice be given to him is reinstated. Ifthe action taken by the corporation is such as to require the filing of acertificate under any of the other sections of this chapter, the certificateneed not state that notice was not given to persons to whom notice was notrequired to be given pursuant to this subsection. The giving of further noticesto a stockholder is still required for any notice returned as undeliverable ifthe notice was given by electronic transmission.

7. Unless the articles of incorporation or bylaws otherwiserequire, and except as otherwise provided in this subsection, if astockholders meeting is adjourned to another date, time or place, notice neednot be given of the date, time or place of the adjourned meeting if they areannounced at the meeting at which the adjournment is taken. If a new recorddate is fixed for the adjourned meeting, notice of the adjourned meeting mustbe given to each stockholder of record as of the new record date.

8. Any notice to stockholders given by the corporationpursuant to any provision of this chapter, chapter92A of NRS, the articles of incorporation or the bylaws is effective ifgiven by a form of electronic transmission consented to by the stockholder towhom the notice is given. The consent is revocable by the stockholder bywritten notice to the corporation. The consent is revoked if:

(a) The corporation is unable to deliver by electronictransmission two consecutive notices given by the corporation in accordancewith the consent; and

(b) The inability to deliver by electronic transmissionbecomes known to the secretary, assistant secretary, transfer agent or otheragent of the corporation responsible for the giving of notice. However, theinadvertent failure to treat the inability to deliver a notice by electronictransmission as a revocation does not invalidate any meeting or other action.

9. Notice given pursuant to subsection 8 shall bedeemed given if:

(a) By facsimile machine, when directed to a number atwhich the stockholder has consented to receive notice;

(b) By electronic mail, when directed to an electronicmail address at which the stockholder has consented to receive notice;

(c) By a posting on an electronic network together withseparate notice to the stockholder of the specific posting, upon the later of:

(1) Such posting; and

(2) The giving of the separate notice; and

(d) By any other form of electronic transmission, whendirected to the stockholder.

In theabsence of fraud, an affidavit of the secretary, assistant secretary, transferagent or other agent of the corporation that the notice has been given by aform of electronic transmission is prima facie evidence of the facts stated inthe affidavit.

10. As used in this section, electronic transmissionmeans any form of communication not directly involving the physicaltransmission of paper that:

(a) Creates a record that may be retained, retrievedand reviewed by a recipient of the communication; and

(b) May be directly reproduced in paper form by therecipient through an automated process.

[27:177:1925; A 1941, 110; 1931 NCL 1626](NRS A1991, 1235; 1993, 965; 1999,1587; 2003, 3096)

NRS 78.375 Waiverof notice. Whenever any notice whatever isrequired to be given under the provisions of this chapter, a waiver thereof ina signed writing or by transmission of an electronic record by the person orpersons entitled to the notice, whether before or after the time statedtherein, shall be deemed equivalent thereto.

[Part 92:177:1925; A 1929, 413; NCL 1691](NRS A 2003, 3098)

ACQUISITION OF CONTROLLING INTEREST

NRS 78.378 Applicability;imposition of stricter requirements; protection of corporation and itsstockholders.

1. The provisions of NRS78.378 to 78.3793, inclusive, applyto any acquisition of a controlling interest in an issuing corporation unlessthe articles of incorporation or bylaws of the corporation in effect on the10th day following the acquisition of a controlling interest by an acquiringperson provide that the provisions of those sections do not apply to thecorporation or to an acquisition of a controlling interest specifically bytypes of existing or future stockholders, whether or not identified.

2. The articles of incorporation, the bylaws or aresolution adopted by the directors of the issuing corporation may imposestricter requirements on the acquisition of a controlling interest in thecorporation than the provisions of NRS78.378 to 78.3793, inclusive.

3. The provisions of NRS78.378 to 78.3793, inclusive, donot restrict the directors of an issuing corporation from taking action toprotect the interests of the corporation and its stockholders, including, butnot limited to, adopting or signing plans, arrangements or instruments thatdeny rights, privileges, power or authority to a holder of a specified numberof shares or percentage of share ownership or voting power.

(Added to NRS by 1987, 755; A 1989, 877; 1999, 1588; 2003, 3098)

NRS 78.3781Definitions. Asused in NRS 78.378 to 78.3793, inclusive, unless the contextotherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meaningsascribed to them in those sections.

(Added to NRS by 1987, 756)

NRS 78.3782 Acquiringperson defined. Acquiring person means anyperson who, individually or in association with others, acquires or offers toacquire, directly or indirectly, a controlling interest in an issuingcorporation. The term does not include any person who, in the ordinary courseof business and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive, acquires voting sharesfor the benefit of others, in respect of which he is not specificallyauthorized to exercise or direct the exercise of voting rights.

(Added to NRS by 1987, 756)

NRS 78.3783 Acquisitiondefined.

1. Except as otherwise provided in subsection 2,acquisition means the direct or indirect acquisition of a controllinginterest.

2. Acquisition does not include any acquisition ofshares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive:

(a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise votingrights, to the extent that the new acquisition does not result in the acquiringperson obtaining a controlling interest greater than that previously authorized;or

(b) Pursuant to:

(1) The laws of descent and distribution;

(2) The enforcement of a judgment;

(3) The satisfaction of a pledge or othersecurity interest; or

(4) A merger, exchange, conversion, domesticationor reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing corporationis a party.

(Added to NRS by 1987, 756; A 1991, 1236; 1995, 2099;2001, 1372, 3199)

NRS 78.3784 Controlshares defined. Control shares means thoseoutstanding voting shares of an issuing corporation which an acquiring personand those persons acting in association with an acquiring person:

1. Acquire in an acquisition or offer to acquire in anacquisition; and

2. Acquire within 90 days immediately preceding thedate when the acquiring person became an acquiring person.

(Added to NRS by 1987, 756)

NRS 78.3785 Controllinginterest defined. Controlling interestmeans the ownership of outstanding voting shares of an issuing corporationsufficient, but for the provisions of NRS78.378 to 78.3793, inclusive, toenable the acquiring person, directly or indirectly and individually or in associationwith others, to exercise:

1. One-fifth or more but less than one-third;

2. One-third or more but less than a majority; or

3. A majority or more,

of all thevoting power of the corporation in the election of directors.

(Added to NRS by 1987, 756)

NRS 78.3786 Fairvalue defined. Fair value means a value notless than the highest price per share paid by the acquiring person in anacquisition.

(Added to NRS by 1987, 756)

NRS 78.3787 Interestedstockholder defined. Interested stockholdermeans a person who directly or indirectly exercises voting rights in the sharesof an issuing corporation and who is:

1. An acquiring person;

2. An officer or a director of the corporation; or

3. An employee of the corporation.

(Added to NRS by 1987, 757; A 1999, 1588)

NRS 78.3788 Issuingcorporation defined. Issuing corporationmeans a corporation which is organized in this State and which:

1. Has 200 or more stockholders of record, at least100 of whom have addresses in this State appearing on the stock ledger of thecorporation; and

2. Does business in this State directly or through anaffiliated corporation.

(Added to NRS by 1987, 757; A 1989, 877; 1999, 1588)

NRS 78.3789 Deliveryof offerors statement by acquiring person; contents of statement. An acquiring person who has made or offered to make an acquisitionof a controlling interest in an issuing corporation may deliver an offerorsstatement to the registered office of the corporation. The acquiring person mayrequest in the statement that the directors of the corporation call a specialmeeting of the stockholders of the corporation, as provided in NRS 78.379. The statement must set forth:

1. A recital that the statement is given pursuant tothis section;

2. The name of the acquiring person and of everyperson associated with him in the acquisition;

3. The number of shares in any class of votingsecurities owned, as of the date of the statement, by the acquiring person andeach person with whom he is associated, or which the acquiring person intendsto acquire;

4. The percentage of the voting securities of thecorporation owned, as of the date of the statement, by the acquiring person andeach person with whom he is associated, or which the acquiring person intendsto acquire; and

5. If the acquiring person has not yet acquired thesecurities of the corporation, a detailed description of:

(a) The terms and conditions of the proposedacquisition; and

(b) The means by which any required consideration, andany indebtedness incurred to consummate the transaction, are to be paid.

(Added to NRS by 1987, 757; A 1993, 966)

NRS 78.379 Votingrights of acquiring person; meeting of stockholders; statements to accompanynotice of meeting.

1. An acquiring person and those acting in associationwith an acquiring person obtain only such voting rights in the control sharesas are conferred by a resolution of the stockholders of the corporation,approved at a special or annual meeting of the stockholders.

2. If an acquiring person so requests in an offerorsstatement delivered pursuant to NRS 78.3789,and if he gives an undertaking to pay the expenses of the meeting, thedirectors of the corporation shall, within 10 days after delivery of thestatement, call a special meeting of the stockholders to determine the votingrights to be accorded the control shares.

3. A notice of any meeting of stockholders at whichthe question of voting rights is to be determined must be accompanied by:

(a) A complete copy of the offerors statement; and

(b) A statement of the board of directors of thecorporation setting forth the position of the board with respect to theacquisition or, if it is the case, stating that the board makes no recommendationconcerning the matter.

4. A special meeting of stockholders called pursuantto this section:

(a) Must not be held before the expiration of 30 daysafter the delivery of the offerors statement, unless the statement contains arequest that the meeting be held sooner.

(b) Must be held within 50 days after the delivery ofthe statement, unless the acquiring person otherwise agrees in writing that themeeting may be held after that time.

5. If the offerors statement does not include arequest that a special meeting be called, the question of voting rights must bepresented to the next special or annual meeting of the stockholders.

(Added to NRS by 1987, 757)

NRS 78.3791 Approvalof voting rights of acquiring person. Exceptas otherwise provided by the articles of incorporation of the issuingcorporation, a resolution of the stockholders granting voting rights to thecontrol shares acquired by an acquiring person must be approved by:

1. The holders of a majority of the voting power ofthe corporation; and

2. If the acquisition would adversely alter or changeany preference or any relative or other right given to any other class orseries of outstanding shares, the holders of a majority of each class or seriesaffected,

excludingthose shares as to which any interested stockholder exercises voting rights.

(Added to NRS by 1987, 758; A 1991, 1236; 1999, 1589; 2001, 1372, 3199; 2003, 3098)

NRS 78.3792 Redemptionof control shares.

1. If so provided in the articles of incorporation orthe bylaws of the issuing corporation in effect on the 10th day following theacquisition of a controlling interest by an acquiring person, the issuingcorporation may call for redemption of not less than all the control shares atthe average price paid for the control shares, if:

(a) An offerors statement is not delivered withrespect to the acquisition as provided in NRS78.3789 on or before the 10th day after the acquisition of the controlshares; or

(b) An offerors statement is delivered, but thecontrol shares are not accorded full voting rights by the stockholders.

2. The issuing corporation shall call for redemptionwithin 30 days after the occurrence of the event prescribed in paragraph (a) or(b) of subsection 1, and the shares must be redeemed within 60 days after thecall.

(Added to NRS by 1987, 758; A 1989, 877)

NRS 78.3793 Rightsof dissenting stockholders. Unless otherwiseprovided in the articles of incorporation or the bylaws of the issuingcorporation in effect on the 10th day following the acquisition of acontrolling interest by an acquiring person, if the control shares are accordedfull voting rights pursuant to NRS 78.378to 78.3793, inclusive, and theacquiring person has acquired control shares with a majority or more of all thevoting power, any stockholder, as that term is defined in NRS 92A.325, other than the acquiringperson, whose shares are not voted in favor of authorizing voting rights for thecontrol shares may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment ofthe fair value of his shares.

(Added to NRS by 1987, 758; A 1989, 877; 1993, 966; 2001, 1373, 3199)

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 78.380 Amendmentof articles before issuance of voting stock.

1. At least two-thirds of the incorporators or of theboard of directors of any corporation, if no voting stock of the corporationhas been issued, may amend the articles of incorporation of the corporation bysigning and filing with the Secretary of State a certificate amending,modifying, changing or altering the articles, in whole or in part. Thecertificate must state that:

(a) The signers thereof are at least two-thirds of theincorporators or of the board of directors of the corporation, and state thename of the corporation; and

(b) As of the date of the certificate, no voting stockof the corporation has been issued.

2. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

3. If a certificate specifies an effective date and ifno voting stock of the corporation has been issued, the board of directors mayterminate the effectiveness of a certificate by filing a certificate oftermination with the Secretary of State that:

(a) Identifies the certificate being terminated;

(b) States that no voting stock of the corporation hasbeen issued;

(c) States that the effectiveness of the certificatehas been terminated;

(d) Is signed by at least two-thirds of the board ofdirectors of the corporation; and

(e) Is accompanied by the fee required pursuant to NRS 78.765.

4. This section does not permit the insertion of anymatter not in conformity with this chapter.

[Part 6:177:1925; A 1951, 28](NRS A 1959, 686; 1991,1236; 1993, 966; 1999,1589; 2001, 1373,3199; 2003, 3099; 2005, 2184)

NRS 78.385 Scopeof amendments.

1. Any corporation may amend its articles ofincorporation in any of the following respects:

(a) By addition to its corporate powers and purposes,or diminution thereof, or both.

(b) By substitution of other powers and purposes, inwhole or in part, for those prescribed by its articles of incorporation.

(c) By increasing, decreasing or reclassifying itsauthorized stock, by changing the number, par value, preferences, or relative,participating, optional or other rights, or the qualifications, limitations orrestrictions of such rights, of its shares, or of any class or series of anyclass thereof whether or not the shares are outstanding at the time of theamendment, or by changing shares with par value, whether or not the shares areoutstanding at the time of the amendment, into shares without par value or bychanging shares without par value, whether or not the shares are outstanding atthe time of the amendment, into shares with par value, either with or withoutincreasing or decreasing the number of shares, and upon such basis as may beset forth in the certificate of amendment.

(d) By changing the name of the corporation.

(e) By making any other change or alteration in itsarticles of incorporation that may be desired.

2. All such changes or alterations may be effected byone certificate of amendment, but any articles of incorporation so amended,changed or altered may contain only such provisions as it would be lawful andproper to insert in original articles of incorporation pursuant to NRS 78.035 and 78.037, if the original articles weresigned and filed at the time of making the amendment.

[Part 7:177:1925; A 1931, 415; 1937, 8; 1949, 158;1943 NCL 1606](NRS A 1989, 878; 1991, 1237; 1999, 1589; 2003, 3099)

NRS 78.390 Amendmentof articles after issuance of stock: Procedure.

1. Every amendment to the articles of incorporationmust be made in the following manner:

(a) The board of directors must adopt a resolutionsetting forth the amendment proposed and either call a special meeting of thestockholders entitled to vote on the amendment or direct that the proposedamendment be considered at the next annual meeting of the stockholders entitledto vote on the amendment.

(b) At the meeting, of which notice must be given toeach stockholder entitled to vote pursuant to the provisions of this section, avote of the stockholders entitled to vote in person or by proxy must be takenfor and against the proposed amendment. If it appears upon the canvassing ofthe votes that stockholders holding shares in the corporation entitling them toexercise at least a majority of the voting power, or such greater proportion ofthe voting power as may be required in the case of a vote by classes or series,as provided in subsections 2 and 4, or as may be required by the provisions ofthe articles of incorporation, have voted in favor of the amendment, an officerof the corporation shall sign a certificate setting forth the amendment, or settingforth the articles of incorporation as amended, and the vote by which theamendment was adopted.

(c) The certificate so signed must be filed with theSecretary of State.

2. Except as otherwise provided in this subsection, ifany proposed amendment would adversely alter or change any preference or anyrelative or other right given to any class or series of outstanding shares,then the amendment must be approved by the vote, in addition to the affirmativevote otherwise required, of the holders of shares representing a majority ofthe voting power of each class or series adversely affected by the amendmentregardless of limitations or restrictions on the voting power thereof. Theamendment does not have to be approved by the vote of the holders of sharesrepresenting a majority of the voting power of each class or series whosepreference or rights are adversely affected by the amendment if the articles ofincorporation specifically deny the right to vote on such an amendment.

3. Provision may be made in the articles ofincorporation requiring, in the case of any specified amendments, a largerproportion of the voting power of stockholders than that required by thissection.

4. Different series of the same class of shares do notconstitute different classes of shares for the purpose of voting by classesexcept when the series is adversely affected by an amendment in a differentmanner than other series of the same class.

5. The resolution of the stockholders approving theproposed amendment may provide that at any time before the effective date ofthe amendment, notwithstanding approval of the proposed amendment by thestockholders, the board of directors may, by resolution, abandon the proposedamendment without further action by the stockholders.

6. A certificate filed pursuant to subsection 1 iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

7. If a certificate filed pursuant to subsection 1specifies an effective date and if the resolution of the stockholders approvingthe proposed amendment provides that the board of directors may abandon theproposed amendment pursuant to subsection 5, the board of directors mayterminate the effectiveness of the certificate by resolution and by filing acertificate of termination with the Secretary of State that:

(a) Is filed before the effective date specified in thecertificate filed pursuant to subsection 1;

(b) Identifies the certificate being terminated;

(c) States that, pursuant to the resolution of thestockholders, the board of directors is authorized to terminate theeffectiveness of the certificate;

(d) States that the effectiveness of the certificate hasbeen terminated;

(e) Is signed by an officer of the corporation; and

(f) Is accompanied by a filing fee of $175.

[Part 7:177:1925; A 1931, 415; 1937, 8; 1949, 158;1943 NCL 1606](NRS A 1959, 686; 1971, 1101; 1979, 395; 1991, 1238; 1993,967; 1997, 703; 1999,1590; 2001, 1374,3174, 3196, 3199; 2003, 225, 3100; 2003, 20th SpecialSession, 34; 2005,2184)

NRS 78.403 Restatementof articles.

1. A corporation may restate, or amend and restate, ina single certificate the entire text of its articles of incorporation as amendedby filing with the Secretary of State a certificate in the manner provided inthis section. If the certificate alters or amends the articles in any manner,it must comply with the provisions of NRS78.380, 78.385 and 78.390, as applicable.

2. If the certificate does not alter or amend thearticles, it must be signed by an officer of the corporation and state that hehas been authorized to sign the certificate by resolution of the board ofdirectors adopted on the date stated, and that the certificate correctly setsforth the text of the articles of incorporation as amended to the date of thecertificate.

3. The following may be omitted from the restatedarticles:

(a) The names, addresses, signatures andacknowledgments of the incorporators;

(b) The names and addresses of the members of the pastand present boards of directors; and

(c) The name and address of the resident agent.

4. Whenever a corporation is required to file acertified copy of its articles, in lieu thereof it may file a certified copy ofthe most recent certificate restating its articles as amended, subject to theprovisions of subsection 2, together with certified copies of all certificatesof amendment filed subsequent to the restated articles and certified copies ofall certificates supplementary to the original articles.

5. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

(Added to NRS by 1959, 682; A 1985, 1789; 1989, 977;1995, 2100; 1997, 704; 2001,1375, 3199; 2003, 3101; 2003, 20th SpecialSession, 35; 2005,2186)

COMBINATIONS WITH INTERESTED STOCKHOLDERS

NRS 78.411 Definitions. As used in NRS 78.411to 78.444, inclusive, unless the contextotherwise requires, the words and terms defined in NRS 78.412 to 78.432, inclusive, have the meaningsascribed to them in those sections.

(Added to NRS by 1991, 1200)

NRS 78.412 Affiliatedefined. Affiliate means a person thatdirectly, or indirectly through one or more intermediaries, is controlled by,or is under common control with, a specified person.

(Added to NRS by 1991, 1200)

NRS 78.413 Associatedefined. Associate, when used to indicate arelationship with any person, means:

1. Any corporation or organization of which thatperson is an officer or partner or is, directly or indirectly, the beneficialowner of 10 percent or more of any class of voting shares;

2. Any trust or other estate in which that person hasa substantial beneficial interest or as to which he serves as trustee or in asimilar fiduciary capacity; and

3. Any relative or spouse of that person, or anyrelative of the spouse, who has the same home as that person.

(Added to NRS by 1991, 1200)

NRS 78.414 Beneficialowner defined. Beneficial owner, when usedwith respect to any shares, means a person that:

1. Individually or with or through any of itsaffiliates or associates, beneficially owns the shares, directly or indirectly;

2. Individually or with or through any of itsaffiliates or associates, has:

(a) The right to acquire the shares, whether the rightis exercisable immediately or only after the passage of time, under anyagreement, arrangement or understanding, whether or not in writing, or upon theexercise of rights to convert or exchange, warrants or options, or otherwise,but a person is not considered the beneficial owner of shares tendered under anoffer for a tender or exchange made by the person or any of his affiliates orassociates until the tendered shares are accepted for purchase or exchange; or

(b) The right to vote the shares under any agreement,arrangement or understanding, whether or not in writing, but a person is notconsidered the beneficial owner of any shares under this paragraph if theagreement, arrangement or understanding to vote the shares arises solely from arevocable proxy or consent given in response to a solicitation made inaccordance with the applicable regulations under the Securities Exchange Actand is not then reportable on a Schedule 13D under the Securities Exchange Act,or any comparable or successor report; or

3. Has any agreement, arrangement or understanding,whether or not in writing, for the purpose of acquiring, holding, voting,except voting under a revocable proxy or consent as described in paragraph (b)of subsection 2, or disposing of the shares with any other person whobeneficially owns, or whose affiliates or associates beneficially own, directlyor indirectly, the shares.

(Added to NRS by 1991, 1200)

NRS 78.416 Combinationdefined. Combination, when used in referenceto any resident domestic corporation and any interested stockholder of the residentdomestic corporation, means any of the following:

1. Any merger or consolidation of the residentdomestic corporation or any subsidiary of the resident domestic corporationwith:

(a) The interested stockholder; or

(b) Any other corporation, whether or not itself aninterested stockholder of the resident domestic corporation, which is, or afterthe merger or consolidation would be, an affiliate or associate of theinterested stockholder.

2. Any sale, lease, exchange, mortgage, pledge,transfer or other disposition, in one transaction or a series of transactions,to or with the interested stockholder or any affiliate or associate of theinterested stockholder of assets of the resident domestic corporation or anysubsidiary of the resident domestic corporation:

(a) Having an aggregate market value equal to 5 percentor more of the aggregate market value of all the assets, determined on aconsolidated basis, of the resident domestic corporation;

(b) Having an aggregate market value equal to 5 percentor more of the aggregate market value of all the outstanding shares of theresident domestic corporation; or

(c) Representing 10 percent or more of the earningpower or net income, determined on a consolidated basis, of the residentdomestic corporation.

3. The issuance or transfer by the resident domesticcorporation or any subsidiary of the resident domestic corporation, in onetransaction or a series of transactions, of any shares of the resident domesticcorporation or any subsidiary of the resident domestic corporation that have anaggregate market value equal to 5 percent or more of the aggregate market valueof all the outstanding shares of the resident domestic corporation to theinterested stockholder or any affiliate or associate of the interestedstockholder except under the exercise of warrants or rights to purchase sharesoffered, or a dividend or distribution paid or made, pro rata to allstockholders of the resident domestic corporation.

4. The adoption of any plan or proposal for theliquidation or dissolution of the resident domestic corporation proposed by, orunder any agreement, arrangement or understanding, whether or not in writing,with, the interested stockholder or any affiliate or associate of theinterested stockholder.

5. Any:

(a) Reclassification of securities, including, withoutlimitation, any splitting of shares, dividend distributed in shares, or otherdistribution of shares with respect to other shares, or any issuance of newshares in exchange for a proportionately greater number of old shares;

(b) Recapitalization of the resident domesticcorporation;

(c) Merger or consolidation of the resident domesticcorporation with any subsidiary of the resident domestic corporation; or

(d) Other transaction, whether or not with or into orotherwise involving the interested stockholder, proposed by, or under anyagreement, arrangement or understanding, whether or not in writing, with, theinterested stockholder or any affiliate or associate of the interestedstockholder, which has the effect, directly or indirectly, of increasing theproportionate share of the outstanding shares of any class or series of votingshares or securities convertible into voting shares of the resident domesticcorporation or any subsidiary of the resident domestic corporation which isdirectly or indirectly owned by the interested stockholder or any affiliate orassociate of the interested stockholder, except as a result of immaterial changesbecause of adjustments of fractional shares.

6. Any receipt by the interested stockholder or anyaffiliate or associate of the interested stockholder of the benefit, directlyor indirectly, except proportionately as a stockholder of the resident domesticcorporation, of any loan, advance, guarantee, pledge or other financialassistance or any tax credit or other tax advantage provided by or through theresident domestic corporation.

(Added to NRS by 1991, 1200)

NRS 78.417 Commonshares defined. Common shares means anyshares other than preferred shares.

(Added to NRS by 1991, 1202)

NRS 78.418 Control,controlling, controlled by and under common control with defined;presumption of control.

1. Except as otherwise provided in subsection 2:

(a) Control, used alone or in the termscontrolling, controlled by and under common control with, means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of a person, whether through theownership of voting securities, by contract or otherwise.

(b) A persons beneficial ownership of 10 percent ormore of the voting power of a corporations outstanding voting shares creates apresumption that the person has control of the corporation.

2. A person is not considered to have control of acorporation if he holds voting power, in good faith and not for the purpose ofcircumventing the provisions of this chapter, as an agent, bank, broker,nominee, custodian or trustee for one or more beneficial owners who do notindividually or as a group have control of the corporation.

(Added to NRS by 1991, 1202)

NRS 78.421 Dateof announcement defined. Date ofannouncement, when used in reference to any combination, means the date of thefirst public announcement of the final, definitive proposal for thecombination.

(Added to NRS by 1991, 1202)

NRS 78.422 Dateof consummation defined. Date ofconsummation, with respect to any combination, means the date of theconsummation of the combination or, in the case of a combination as to which avote of stockholders is taken, the later of:

1. The business day before the vote; or

2. Twenty days before the date of consummation of thecombination.

(Added to NRS by 1991, 1202)

NRS 78.423 Interestedstockholder defined.

1. Interested stockholder, when used in reference toany resident domestic corporation, means any person, other than the residentdomestic corporation or any subsidiary of the resident domestic corporation, whois:

(a) The beneficial owner, directly or indirectly, of 10percent or more of the voting power of the outstanding voting shares of theresident domestic corporation; or

(b) An affiliate or associate of the resident domesticcorporation and at any time within 3 years immediately before the date inquestion was the beneficial owner, directly or indirectly, of 10 percent ormore of the voting power of the then outstanding shares of the residentdomestic corporation.

2. To determine whether a person is an interestedstockholder, the number of voting shares of the resident domestic corporationconsidered to be outstanding includes shares considered to be beneficiallyowned by that person through the application of NRS 78.414, but does not include any otherunissued shares of a class of voting shares of the resident domesticcorporation which may be issuable under any agreement, arrangement orunderstanding, or upon exercise of rights to convert, warrants or options, orotherwise.

(Added to NRS by 1991, 1202; A 1993, 968)

NRS 78.424 Marketvalue defined. Market value, when used inreference to the shares or property of any resident domestic corporation,means:

1. In the case of shares, the highest closing saleprice of a share during the 30 days immediately preceding the date in questionon the composite tape for shares listed on the New York Stock Exchange, or, ifthe shares are not quoted on the composite tape or not listed on the New YorkStock Exchange, on the principal United States securities exchange registeredunder the Securities Exchange Act on which the shares are listed, or, if theshares are not listed on any such exchange, the highest closing bid quoted withrespect to a share during the 30 days preceding the date in question on theNational Association of Securities Dealers, Inc.s, Automated Quotations Systemor any system then in use, or if no such quotation is available, the fairmarket value on the date in question of a share as determined by the board ofdirectors of the resident domestic corporation in good faith.

2. In the case of property other than cash or shares,the fair market value of the property on the date in question as determined bythe board of directors of the resident domestic corporation in good faith.

(Added to NRS by 1991, 1203)

NRS 78.426 Preferredshares defined. Preferred shares means anyclass or series of shares of a resident domestic corporation that under thebylaws or articles of incorporation of the resident domestic corporation:

1. Is entitled to receive payment of dividends beforeany payment of dividends on some other class or series of shares; or

2. Is entitled in the event of any voluntaryliquidation, dissolution or winding up of the corporation to receive payment ordistribution of a preferential amount before any payments or distributions arereceived by some other class or series of shares.

(Added to NRS by 1991, 1203)

NRS 78.427 Residentdomestic corporation defined.

1. Resident domestic corporation is limited to adomestic corporation that has 200 or more stockholders of record.

2. A resident domestic corporation does not cease tobe a resident domestic corporation by reason of events occurring or actionstaken while the resident domestic corporation is subject to NRS 78.411 to 78.444, inclusive.

(Added to NRS by 1991, 1203; A 1999, 1591)

NRS 78.428 SecuritiesExchange Act defined. Securities ExchangeAct means the Act of Congress known as the Securities Exchange Act of 1934, asamended, 15 U.S.C. 78a et seq.

(Added to NRS by 1991, 1203)

NRS 78.429 Sharedefined. Share means:

1. Any share or similar security, any certificate ofinterest, any participation in any profit-sharing agreement, any voting-trustcertificate, or any certificate of deposit for a share; and

2. Any security convertible, with or withoutconsideration, into shares, or any warrant, call or other option or privilegeof buying shares without being bound to do so, or any other security carryingany right to acquire, subscribe to, or purchase shares.

(Added to NRS by 1991, 1203)

NRS 78.431 Subsidiarydefined. Subsidiary of any resident domesticcorporation means any other corporation of which a majority of the outstandingvoting shares whose votes are entitled to be cast are owned, directly orindirectly, by the resident domestic corporation.

(Added to NRS by 1991, 1203)

NRS 78.432 Votingshares defined. Voting shares means sharesof stock of a corporation entitled to vote generally in the election of directors.

(Added to NRS by 1991, 1204)

NRS 78.433 Applicability:Generally. NRS78.411 to 78.444, inclusive, do notapply to any combination of a resident domestic corporation:

1. Which does not, as of the date that the personfirst becomes an interested stockholder, have a class of voting sharesregistered with the Securities and Exchange Commission under section 12 of theSecurities Exchange Act, unless the corporations articles of incorporationprovide otherwise.

2. Whose articles of incorporation have been amendedto provide that the resident domestic corporation is subject to NRS 78.411 to 78.444, inclusive, and which did not have aclass of voting shares registered with the Securities and Exchange Commissionunder section 12 of the Securities Exchange Act on the effective date of theamendment, if the combination is with a person who first became an interestedstockholder before the effective date of the amendment.

(Added to NRS by 1991, 1206; A 2003, 3101)

NRS 78.434 Applicability:Election not to be governed by provisions. NRS 78.411 to 78.444, inclusive, do not apply to anycombination of a resident domestic corporation:

1. Whose original articles of incorporation contain aprovision expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, unless the articles ofincorporation are subsequently amended to provide that the corporation issubject to NRS 78.411 to 78.444, inclusive;

2. Whose articles of incorporation have been amendedpursuant to subsection 1 and the combination is with a person who first becamean interested stockholder before the effective date of the amendment;

3. Which, within 30 days after October 1, 1991, adoptsan amendment to its bylaws expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, which may be rescindedby subsequent amendment of the bylaws;

4. Which adopts an amendment to its articles ofincorporation, approved by the affirmative vote of the holders, other thaninterested stockholders and their affiliates and associates, of a majority ofthe outstanding voting power of the resident domestic corporation, excludingthe voting shares of interested stockholders and their affiliates andassociates, expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, but the amendment to thearticles of incorporation is not effective until 18 months after the vote ofthe resident domestic corporations stockholders and does not apply to anycombination of the resident domestic corporation with a person who first becamean interested stockholder on or before the effective date of the amendment; or

5. Whose articles of incorporation were amended tocontain a provision expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, before the date thecorporation first became a resident domestic corporation.

(Added to NRS by 1991, 1206; A 2003, 3102)

NRS 78.436 Applicability:Combination with inadvertent interested stockholder. NRS 78.411 to 78.444, inclusive, do not apply to anycombination of a resident domestic corporation with an interested stockholderof the resident domestic corporation who became an interested stockholderinadvertently, if he:

1. As soon as practicable, divests himself of asufficient amount of the voting power of the corporation so that he no longeris the beneficial owner, directly or indirectly, of 10 percent or more of theoutstanding voting power of the resident domestic corporation; and

2. Would not at any time within 3 years preceding thedate of announcement with respect to the combination have been an interestedstockholder but for the inadvertent acquisition.

(Added to NRS by 1991, 1207; A 1993, 968)

NRS 78.437 Applicability:Combination with interested stockholder as of certain date. NRS 78.411 to 78.444, inclusive, do not apply to anycombination with an interested stockholder who:

1. Was an interested stockholder on January 1, 1991;or

2. Who first became an interested stockholder on thedate that the resident domestic corporation first became a resident domesticcorporation solely as a result of the corporation becoming a resident domesticcorporation.

(Added to NRS by 1991, 1207; A 2003, 3102)

NRS 78.438 Combinationprohibited within 3 years after stockholder becomes interested; exception;action on proposal.

1. Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domesticcorporation may not engage in any combination with any interested stockholderof the resident domestic corporation for 3 years after the date that the personfirst became an interested stockholder unless the combination or thetransaction by which the person first became an interested stockholder isapproved by the board of directors of the resident domestic corporation beforethe person first became an interested stockholder.

2. If a proposal in good faith regarding a combinationis made in writing to the board of directors of the resident domesticcorporation, the board of directors shall respond, in writing, within 30 daysor such shorter period, if any, as may be required by the Securities ExchangeAct, setting forth its reasons for its decision regarding the proposal.

3. If a proposal in good faith to purchase shares ismade in writing to the board of directors of the resident domestic corporation,the board of directors, unless it responds affirmatively in writing within 30days or such shorter period, if any, as may be required by the SecuritiesExchange Act, is considered to have disapproved the purchase.

(Added to NRS by 1991, 1204; A 1993, 968; 2003, 3102)

NRS 78.439 Authorizedcombinations: General requirements. A residentdomestic corporation may not engage in any combination with an interested stockholderof the resident domestic corporation after the expiration of 3 years after theperson first became an interested stockholder other than a combination meetingall of the requirements of the articles of incorporation of the residentdomestic corporation and either the requirements specified in subsection 1, 2or 3 or all of the requirements specified in NRS78.441 to 78.444, inclusive:

1. A combination approved by the board of directors ofthe resident domestic corporation before the date that the person first becamean interested stockholder.

2. A combination with an interested stockholder if thetransaction by which the person became an interested stockholder was approvedby the board of directors of the resident domestic corporation before theperson became an interested stockholder.

3. A combination approved by the affirmative vote ofthe holders of stock representing a majority of the outstanding voting powernot beneficially owned by the interested stockholder proposing the combination,or any affiliate or associate of the interested stockholder proposing thecombination, at a meeting called for that purpose no earlier than 3 years afterthe date that the person first became an interested stockholder.

(Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103)

NRS 78.441 Authorizedcombinations: Consideration to be received by disinterested holders of commonshares. A combination engaged in with an interestedstockholder of the resident domestic corporation more than 3 years after thedate that the person first became an interested stockholder may be permissibleif the aggregate amount of the cash and the market value, as of the date ofconsummation, of consideration other than cash to be received per share by allof the holders of outstanding common shares of the resident domesticcorporation not beneficially owned by the interested stockholder immediatelybefore that date is at least equal to the higher of the following:

1. The highest price per share paid by the interestedstockholder, at a time when he was the beneficial owner, directly orindirectly, of 5 percent or more of the outstanding voting shares of thecorporation, for any common shares of the same class or series acquired by himwithin 3 years immediately before the date of announcement with respect to thecombination or within 3 years immediately before, or in, the transaction inwhich he became an interested stockholder, whichever is higher, plus, in eithercase, interest compounded annually from the earliest date on which the highestprice per share was paid through the date of consummation at the rate forone-year obligations of the United States Treasury from time to time in effect,less the aggregate amount of any dividends paid in cash and the market value ofany dividends paid other than in cash, per common share since the earliestdate, but no more may be subtracted than the amount of the interest.

2. The market value per common share on the date ofannouncement with respect to the combination or on the date that the personfirst became an interested stockholder, whichever is higher, plus interestcompounded annually from that date through the date of consummation at the ratefor one-year obligations of the United States Treasury from time to time ineffect, less the aggregate amount of any dividends paid in cash and the marketvalue of any dividends paid other than in cash, per common share since thatdate, but no more may be subtracted than the amount of the interest.

(Added to NRS by 1991, 1204; A 1993, 969; 2003, 3103)

NRS 78.442 Authorizedcombinations: Consideration to be received by disinterested holders of class orseries of shares other than common shares. Acombination engaged in with an interested stockholder of the resident domesticcorporation more than 3 years after the date that the person first became aninterested stockholder may be permissible if the aggregate amount of the cashand the market value, as of the date of consummation, of consideration otherthan cash to be received per share by all of the holders of outstanding sharesof any class or series of shares, other than common shares, of the residentdomestic corporation not beneficially owned by the interested stockholderimmediately before that date is at least equal to the highest of the following,whether or not the interested stockholder has previously acquired any shares ofthe class or series of shares:

1. The highest price per share paid by the interestedstockholder, at a time when he was the beneficial owner, directly orindirectly, of 5 percent or more of the outstanding voting shares of thecorporation, for any shares of that class or series of shares acquired by himwithin 3 years immediately before the date of announcement with respect to thecombination or within 3 years immediately before, or in, the transaction inwhich he became an interested stockholder, whichever is higher, plus, in eithercase, interest compounded annually from the earliest date on which the highestprice per share was paid through the date of consummation at the rate forone-year obligations of the United States Treasury from time to time in effect,less the aggregate amount of any dividends paid in cash and the market value ofany dividends paid other than in cash, per share of the class or series ofshares since the earliest date, but no more may be subtracted than the amountof the interest.

2. The highest preferential amount per share to whichthe holders of shares of the class or series of shares are entitled in theevent of any voluntary liquidation, dissolution or winding up of the residentdomestic corporation, plus the aggregate amount of any dividends declared ordue to which the holders are entitled before payment of the dividends on someother class or series of shares, unless the aggregate amount of the dividendsis included in the preferential amount.

3. The market value per share of the class or seriesof shares on the date of announcement with respect to the combination or on thedate that the person first became an interested stockholder, whichever ishigher, plus interest compounded annually from that date through the date ofconsummation at the rate for one-year obligations of the United States Treasuryfrom time to time in effect, less the aggregate amount of any dividends paid incash and the market value of any dividends paid other than in cash, per shareof the class or series of shares since that date, but no more may be subtractedthan the amount of the interest.

(Added to NRS by 1991, 1205; A 1993, 970; 2003, 3104)

NRS 78.443 Authorizedcombinations: Required form and distribution of consideration. The consideration to be received by holders of aparticular class or series of outstanding shares, including common shares, ofthe resident domestic corporation in the combination pursuant to NRS 78.441 and 78.442, must be in cash or in the same formas the interested stockholder has used to acquire the largest number of sharesof the class or series of shares previously acquired by it, and the considerationmust be distributed promptly.

(Added to NRS by 1991, 1206)

NRS 78.444 Authorizedcombinations: Restrictions on beneficial ownership of additional voting sharesby interested stockholder. A combination maybe permissible if after the date that the person first became an interestedstockholder and before the date of consummation with respect to thecombination, the interested stockholder has not become the beneficial owner ofany additional voting shares of the resident domestic corporation except:

1. As part of the transaction that resulted in hisbecoming an interested stockholder;

2. By virtue of proportionate splitting of shares,dividends distributed in shares, or other distributions of shares in respect ofshares not constituting a combination;

3. Through a combination meeting all of the conditionsof NRS 78.439; or

4. Through a purchase at any price that, if the pricehad been paid in an otherwise permissible combination whose date ofannouncement and date of consummation were the date of the purchase, would havesatisfied the requirements of NRS 78.441,78.442 and 78.443.

(Added to NRS by 1991, 1206; A 1993, 971; 2003, 3105)

SALE OF ASSETS; DISSOLUTION AND WINDING UP

NRS 78.565 Sale, lease or exchange of assets:Authority; vote of stockholders.

1. Unless otherwise provided in the articles ofincorporation, every corporation may, by action taken at any meeting of itsboard of directors, sell, lease or exchange all of its property and assets,including its goodwill and its corporate franchises, upon such terms andconditions as its board of directors may approve, when and as authorized by theaffirmative vote of stockholders holding stock in the corporation entitlingthem to exercise at least a majority of the voting power given at astockholders meeting called for that purpose.

2. Unless otherwise provided in the articles ofincorporation, a vote of stockholders is not necessary:

(a) For a transfer of assets by way of mortgage, or intrust or in pledge to secure indebtedness of the corporation; or

(b) To abandon the sale, lease or exchange of assets.

[37:177:1925; NCL 1636](NRS A 1989, 886; 1993,973; 2001, 1376, 3199)

NRS 78.570 Saleof property and franchise under decree of court. Salesof the property and franchises of corporations that may be sold under a decreeof court shall be made after such notice of the time and place as the court maydeem proper. If the sales are made in the foreclosure of one or more mortgages,the court may order the sale to be made for the whole amount of indebtednesssecured by the mortgage or mortgages, or for the amount of interest due underthe mortgage or mortgages, subject to the payment by the purchaser of theoutstanding indebtedness and interest secured thereby as they become due. Inthe latter event the court may, by proper orders, secure the assumption thereofby the purchaser. When a sale shall be ordered to be made, subject asaforesaid, the court shall direct the officer making such sale, in the eventthat the property and franchises offered do not sell for enough to pay theamount aforesaid, to sell the same free from encumbrances. Sales under thissection shall be made on such credits as the court may deem proper.

[38:177:1925; NCL 1637]

NRS 78.575 Procedurefor dissolution before payment of capital and beginning of business. Before the payment of any part of the capital and before beginningthe business for which the corporation was created, the incorporators or theboard of directors named in the articles of incorporation may dissolve acorporation by filing in the Office of the Secretary of State a certificate,signed by a majority of the incorporators or of the board of directors named inthe articles of incorporation, stating that no part of the capital has beenpaid and the business has not begun, and thereupon the corporation isdissolved.

[73:177:1925; NCL 1672](NRS A 1993, 973; 1995,1114; 1999, 1591)

NRS 78.580 Procedurefor dissolution after issuance of stock or beginning of business.

1. If the board of directors of any corporationorganized under this chapter, after the issuance of stock or the beginning ofbusiness, decides that the corporation should be dissolved, the board may adopta resolution to that effect. If the corporation has issued no stock, only thedirectors need to approve the dissolution. If the corporation has issued stock,the directors must recommend the dissolution to the stockholders. Thecorporation shall notify each stockholder entitled to vote on dissolution, andthe stockholders entitled to vote must approve the dissolution.

2. If the dissolution is approved by the directors orboth the directors and stockholders, as respectively provided in subsection 1,the corporation shall file with the Office of the Secretary of State acertificate signed by an officer of the corporation setting forth that thedissolution has been approved by the directors, or by the directors and thestockholders, and a list of the names and addresses, either residence orbusiness, of the corporations president, secretary and treasurer, or theequivalent thereof, and all of its directors.

3. The dissolution takes effect upon the filing of thecertificate of dissolution or upon a later date specified in the certificate,which must be not more than 90 days after the date on which the certificate isfiled.

[64:177:1925; NCL 1663](NRS A 1963, 1391; 1979,397; 1991, 1239; 1993, 973; 2001, 1376, 3199; 2003, 3105; 2003, 20th SpecialSession, 36)

NRS 78.585 Continuationof corporation after dissolution for winding up business; limitation on actionsby or against dissolved corporation. The dissolutionof a corporation does not impair any remedy or cause of action available to oragainst it or its directors, officers or shareholders arising before itsdissolution and commenced within 2 years after the date of the dissolution. Itcontinues as a body corporate for the purpose of prosecuting and defendingsuits, actions, proceedings and claims of any kind or character by or againstit and of enabling it gradually to settle and close its business, to collectand discharge its obligations, to dispose of and convey its property, and todistribute its assets, but not for the purpose of continuing the business forwhich it was established.

[65:177:1925](NRS A 1949, 170; 1955, 165; 1985,1793)

NRS 78.590 Trusteesof dissolved corporation: Powers of directors.

1. Upon the dissolution of any corporation under theprovisions of NRS 78.580, or upon theexpiration of the period of its corporate existence, limited by its articles ofincorporation, the directors become trustees thereof, with full power to settlethe affairs, collect the outstanding debts, sell and convey the property, realand personal, and divide the money and other property among the stockholders,after paying or adequately providing for the payment of its liabilities andobligations.

2. After paying or adequately providing for theliabilities and obligations of the corporation, the trustees, with the writtenconsent of stockholders holding stock in the corporation entitling them toexercise at least a majority of the voting power, may sell the remaining assetsor any part thereof to a corporation organized under the laws of this or anyother state, and take in payment therefor the stock or bonds, or both, of thatcorporation and distribute them among the stockholders of the liquidatedcorporation, in proportion to their interest therein. No such sale is valid asagainst any stockholder who, within 30 days after the mailing of notice to himof the sale, applies to the district court for an appraisal of the value of hisinterest in the assets so sold, and unless within 30 days after the appraisalis confirmed by the court the stockholders consenting to the sale, or some ofthem, pay to the objecting stockholder or deposit for his account, in themanner directed by the court, the amount of the appraisal. Upon the payment ordeposit the interest of the objecting stockholder vests in the person orpersons making the payment or deposit.

[66:177:1925; NCL 1665](NRS A 1993, 974)

NRS 78.595 Trusteesof dissolved corporation: Authority to sue and be sued; joint and severalresponsibility. The persons constitutedtrustees as provided in NRS 78.590 shallhave authority to sue for and recover the debts and property therein mentioned,by the name of the trustees of the corporation, describing it by its corporatename, and shall be suable by the same name for the debts owing by thecorporation at the time of its dissolution, and shall be jointly and severallyresponsible for such debts, to the amounts of the moneys and property of thecorporation which shall come into their hands or possession.

[67:177:1925; NCL 1666]

NRS 78.600 Trusteesor receivers for dissolved corporations: Appointment; powers. When any corporation organized under this chapter shall bedissolved or cease to exist in any manner whatever, the district court, onapplication of any creditor or stockholder of the corporation, at any time, mayeither continue the directors trustees as provided in NRS 78.590, or appoint one or more personsto be receivers of and for the corporation, to take charge of the estate andeffects thereof, and to collect the debts and property due and belonging to thecorporation, with power to prosecute and defend, in the name of thecorporation, or otherwise, all such suits as may be necessary or proper for thepurposes aforesaid, and to appoint an agent or agents under them, and to do allother acts which might be done by the corporation, if in being, that may benecessary for the final settlement of the unfinished business of thecorporation. The powers of the trustees or receivers may be continued as longas the district court shall think necessary for the purposes aforesaid.

[68:177:1925; NCL 1667]

NRS 78.605 Jurisdictionof district court. The district court shallhave jurisdiction of the application prescribed in NRS 78.600 and of all questions arising inthe proceedings thereon, and may make such orders and decrees and issue injunctionstherein as justice and equity shall require.

[69:177:1925; NCL 1668]

NRS 78.610 Dutiesof trustees or receivers; payment and distribution to creditors andstockholders. The trustees or receivers, afterpayment of all allowances, expenses and costs, and the satisfaction of allspecial and general liens upon the funds of the corporation to the extent oftheir lawful priority, shall pay the other debts due from the corporation, ifthe funds in their hands shall be sufficient therefor, and if not, they shalldistribute the same ratably among all the creditors who shall prove their debtsin the manner that shall be directed by an order or decree of the court forthat purpose. If there shall be any balance remaining after the payment of thedebts and necessary expenses (or the making of adequate provision therefor),they shall distribute and pay the same to and among those who shall be justlyentitled thereto, as having been stockholders of the corporation, or theirlegal representatives.

[70:177:1925; NCL 1669]

NRS 78.615 Abatementof pending actions; substitution of dissolution trustees or receivers. If any corporation organized under this chapter becomesdissolved by the expiration of its charter or otherwise, before final judgmentobtained in any action pending or commenced in any court of record of thisState against the corporation, the action shall not abate by reason thereof,but the dissolution of the corporation being suggested upon the record, and thenames of the trustees or receivers of the corporation being entered upon therecord, and notice thereof served upon the trustees or receivers, or if suchservice be impracticable upon the counsel of record in such case, the actionshall proceed to final judgment against the trustees or receivers by the nameof the corporation.

[71:177:1925; NCL 1670]

NRS 78.620 Dissolutionor forfeiture of charter by decree of court; filing. Wheneverany corporation is dissolved or its charter forfeited by decree or judgment ofthe district court, the decree or judgment shall be forthwith filed by theclerk of the court in the Office of the Secretary of State.

[72:177:1925; NCL 1671]

INSOLVENCY; RECEIVERS AND TRUSTEES

NRS 78.622 Reorganizationunder federal law: Powers of corporation.

1. If a corporation is under reorganization in a federalcourt pursuant to Title 11 of U.S.C., it may take any action necessary to carryout any proceeding and do any act directed by the court relating toreorganization, without further action by its directors or stockholders. Thisauthority may be exercised by:

(a) The trustee in bankruptcy appointed by the court;

(b) Officers of the corporation designated by thecourt; or

(c) Any other representative appointed by the court,

with thesame effect as if exercised by the directors and stockholders of the corporation.

2. By filing a confirmed plan or order ofreorganization, certified by the bankruptcy court, with the Secretary of State,the corporation may:

(a) Alter, amend or repeal its bylaws;

(b) Constitute or reconstitute and classify orreclassify its board of directors;

(c) Name, constitute or appoint directors and officersin place of or in addition to all or some of the directors or officers then inoffice;

(d) Amend its articles of incorporation;

(e) Make any change in its authorized and issued stock;

(f) Make any other amendment, change, alteration orprovision authorized by this chapter; and

(g) Be dissolved, transfer all or part of its assets,or merge or consolidate, or make any other change authorized by this chapter.

3. In any action taken pursuant to subsections 1 and2, a stockholder has no right to demand payment for his stock.

4. Any amendment of the articles of incorporation madepursuant to subsection 2 must be signed under penalty of perjury by the personauthorized by the court and filed with the Secretary of State. If the amendmentis filed in accordance with the order of reorganization, it becomes effectivewhen it is filed unless otherwise ordered by the court.

5. Any filing with the Secretary of State pursuant tothis section must be accompanied by the appropriate fee, if any.

(Added to NRS by 1985, 1042; A 1993, 2765; 2001, 1376, 3199; 2003, 20th SpecialSession, 36)

NRS 78.630 Applicationof creditors or stockholders of insolvent corporation for injunction andappointment of receiver or trustee; hearing.

1. Whenever any corporation becomes insolvent orsuspends its ordinary business for want of money to carry on the business, orif its business has been and is being conducted at a great loss and greatlyprejudicial to the interest of its creditors or stockholders, any creditorsholding 10 percent of the outstanding indebtedness, or stockholders owning 10percent of the outstanding stock entitled to vote, may, by petition settingforth the facts and circumstances of the case, apply to the district court ofthe county in which the registered office of the corporation is located for awrit of injunction and the appointment of a receiver or receivers or trustee ortrustees.

2. The court, being satisfied by affidavit or otherwiseof the sufficiency of the application and of the truth of the allegationscontained in the petition and upon hearing after such notice as the court byorder may direct, shall proceed in a summary way to hear the affidavits, proofsand allegations which may be offered in behalf of the parties.

3. If upon such inquiry it appears to the court thatthe corporation has become insolvent and is not about to resume its business ina short time thereafter, or that its business has been and is being conductedat a great loss and greatly prejudicial to the interests of its creditors orstockholders, so that its business cannot be conducted with safety to thepublic, it may issue an injunction to restrain the corporation and its officersand agents from exercising any of its privileges or franchises and from collectingor receiving any debts or paying out, selling, assigning or transferring any ofits estate, money, lands, tenements or effects, except to a receiver appointedby the court, until the court otherwise orders.

[46:177:1925; NCL 1645](NRS A 1993, 974, 2765,2820)

NRS 78.635 Appointmentof receiver or trustee of insolvent corporation: Powers.

1. The district court, at the time of ordering theinjunction, or at any time afterwards, may appoint a receiver or receivers or atrustee or trustees for the creditors and stockholders of the corporation.

2. The receiver or receivers or trustee or trusteesshall have full power and authority:

(a) To demand, sue for, collect, receive and take intohis or their possession all the goods and chattels, rights and credits, moneysand effects, lands and tenements, books, papers, choses in action, bills, notesand property, of every description of the corporation;

(b) To institute suits at law or in equity for therecovery of any estate, property, damages or demands existing in favor of thecorporation;

(c) In his or their discretion to compound and settlewith any debtor or creditor of the corporation, or with persons havingpossession of its property or in any way responsible at law or in equity to thecorporation at the time of its insolvency or suspension of business, orafterwards, upon such terms and in such manner as he or they shall deem justand beneficial to the corporation; and

(d) In case of mutual dealings between the corporationand any person to allow just setoffs in favor of such person in all cases inwhich the same ought to be allowed according to law and equity.

3. A debtor who shall have in good faith paid his debtto the corporation without notice of its insolvency or suspension of business,shall not be liable therefor, and the receiver or receivers or trustee ortrustees shall have power to sell, convey and assign all the estate, rights andinterests, and shall hold and dispose of the proceeds thereof under thedirections of the district court.

[Part 47:177:1925; NCL 1646](NRS A 1969, 93)

NRS 78.640 Propertyand privileges of insolvent corporation vest in appointed receiver. All real and personal property of an insolvent corporation,wheresoever situated, and all its franchises, rights, privileges and effectsshall, upon the appointment of a receiver, forthwith vest in him, and thecorporation shall be divested of the title thereto.

[48:177:1925; NCL 1647]

NRS 78.645 Corporationmay resume control upon payment of debts and receipt of capital to conductbusiness; order of court dissolving corporation and forfeiting charter.

1. Whenever a receiver shall have been appointed asprovided in NRS 78.635 and it shallafterwards appear that the debts of the corporation have been paid or providedfor, and that there remains or can be obtained by further contributions sufficientcapital to enable it to resume its business, the district court may, in itsdiscretion, a proper case being shown, direct the receiver to reconvey to thecorporation all its property, franchises, rights and effects, and thereafterthe corporation may resume control of and enjoy the same as fully as if thereceiver had never been appointed.

2. In every case in which the district court shall notdirect such reconveyance, the court may, in its discretion, make a decreedissolving the corporation and declaring its charter forfeited and void.

[49:177:1925; NCL 1648]

NRS 78.650 Stockholdersapplication for injunction and appointment of receiver when corporationmismanaged.

1. Any holder or holders of one-tenth of the issuedand outstanding stock may apply to the district court, held in the district wherethe corporation has its principal place of business, for an order dissolvingthe corporation and appointing a receiver to wind up its affairs, and byinjunction restrain the corporation from exercising any of its powers or doingbusiness whatsoever, except by and through a receiver appointed by the court,whenever:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraudor collusion or gross mismanagement in the conduct or control of its affairs;

(c) Its trustees or directors have been guilty ofmisfeasance, malfeasance or nonfeasance;

(d) The corporation is unable to conduct the businessor conserve its assets by reason of the act, neglect or refusal to function ofany of the directors or trustees;

(e) The assets of the corporation are in danger ofwaste, sacrifice or loss through attachment, foreclosure, litigation orotherwise;

(f) The corporation has abandoned its business;

(g) The corporation has not proceeded diligently towind up its affairs, or to distribute its assets in a reasonable time;

(h) The corporation has become insolvent;

(i) The corporation, although not insolvent, is for anycause not able to pay its debts or other obligations as they mature; or

(j) The corporation is not about to resume its businesswith safety to the public.

2. The application may be for the appointment of areceiver, without at the same time applying for the dissolution of thecorporation, and notwithstanding the absence, if any there be, of any action orother proceeding in the premises pending in such court.

3. In any such application for a receivership, it issufficient for a temporary appointment if notice of the same is given to thecorporation alone, by process as in the case of an application for a temporaryrestraining order or injunction, and the hearing thereon may be had after 5days notice unless the court directs a longer or different notice anddifferent parties.

4. The court may, if good cause exists therefor,appoint one or more receivers for such purpose, but in all cases directors ortrustees who have been guilty of no negligence nor active breach of duty mustbe preferred in making the appointment. The court may at any time forsufficient cause make a decree terminating the receivership, or dissolving thecorporation and terminating its existence, or both, as may be proper.

5. Receivers so appointed have, among the usualpowers, all the functions, powers, tenure and duties to be exercised under thedirection of the court as are conferred on receivers and as provided in NRS 78.635, 78.640 and 78.645, whether the corporation isinsolvent or not.

[49a:177:1925; added 1941, 405; 1931 NCL 1648.01](NRS A 1993, 2766)

NRS 78.655 Reorganizationof corporation by majority of stockholders during receivership. Whenever stockholders holding stock entitling them to exerciseat least a majority of the voting power of the corporation shall have agreedupon a plan for the reorganization of the corporation and a resumption by it ofthe management and control of its property and business, the corporation may,with the consent of the district court:

1. Upon the reconveyance to it of its property andfranchises, mortgage the same for such amount as may be necessary for thepurposes of reorganization; and

2. Issue bonds or other evidences of indebtedness, oradditional stock of one or more classes, with or without nominal or par value,or both, or both bonds and stock, or certificates of investment orparticipation certificates, and use the same for the full or partial payment ofthe creditors who will accept the same, or otherwise dispose of the same forthe purposes of the reorganization.

[50:177:1925; NCL 1649]

NRS 78.660 Powersof district court.

1. The court shall have power to send for persons andpapers and to examine any persons, including the creditors and claimants, andthe president, directors and other officers and agents of the corporation, onoath or affirmation, respecting its affairs and transactions and its estate,money, goods, chattels, credits, notes, bills and choses in action, real andpersonal estate and effects of every kind, and also respecting its debts,obligations, contracts and liabilities, and the claims against it.

2. If any person shall refuse to be sworn or affirmed,or to make answers to such questions as shall be put to him, or refuse todeclare the whole truth touching the subject matter of the examination, thedistrict court may commit such person to a place of confinement, there toremain until he shall submit himself to be examined, and pay all the costs ofthe proceedings against him.

[51:177:1925; NCL 1650]

NRS 78.665 Receiverto take possession of corporate assets upon court order. The receiver, upon order of the court, with the assistanceof a peace officer, may break open, in the daytime, the houses, shops,warehouses, doors, trunks, chests or other places of the corporation where anyof its goods, chattels, choses in action, notes, bills, moneys, books, papersor other writings or effects have been usually kept, or shall be, and takepossession of the same and of the lands and tenements belonging to thecorporation.

[52:177:1925; NCL 1651]

NRS 78.670 Inventory,list of debts and reports by receiver. Thereceiver, as soon as convenient, shall lay before the district court a full andcomplete inventory of all the estate, property and effects of the corporation,its nature and probable value, and an account of all debts due from and to it,as nearly as the same can be ascertained, and make a report to the court of hisproceedings at least every 3 months thereafter during the continuance of thetrust, and whenever he shall be so ordered.

[53:177:1925; NCL 1652]

NRS 78.675 Creditorsproofs of claims; when participation barred; notice. Allcreditors shall present and make proof to the receiver of their respectiveclaims against the corporation within 6 months from the date of appointment ofthe receiver or trustee for the corporation, or sooner if the court shall orderand direct, and all creditors and claimants failing to do so within the timelimited by this section, or the time prescribed by the order of the court,shall by the direction of the court be barred from participating in thedistribution of the assets of the corporation. The court shall also prescribewhat notice, by publication or otherwise, shall be given to creditors of suchlimitation of time.

[54:177:1925; A 1949, 158; 1943 NCL 1653]

NRS 78.680 Creditorsclaims to be in writing under oath; examination of claimants. Every claim against any corporation for which a receiverhas been appointed shall be presented to the receiver in writing and upon oath.The claimant, if required, shall submit himself to such examination in relationto the claim as the court shall direct, and shall produce such books and papersrelating to the claim as shall be required. The court shall have power toauthorize the receiver to examine, under oath or affirmation, all witnessesproduced before him touching the claim or any part thereof.

[55:177:1925; NCL 1654]

NRS 78.685 Actionon creditors claims; appeal of disallowed claims.

1. The clerk of the district court, immediately uponthe expiration of the time fixed for the filing of claims, shall notify thetrustee or receiver of the filing of the claims. The trustee or receiver shallinspect the claims and within 30 days notify each claimant of his decision. Thetrustee or receiver may require all creditors whose claims are disputed tosubmit themselves to an examination in relation to their claims, and to producesuch books and papers relating to their claims as the trustee or receiverrequests. The trustee or receiver may examine, under oath or affirmation, allwitnesses produced before him regarding the claims, and shall pass upon andallow or disallow the claims, or any part thereof, and notify the claimants ofhis determination.

2. Every creditor or claimant who has received noticefrom the receiver or trustee that his claim has been disallowed in whole or inpart may appeal to the district court within 30 days thereafter. The court,after a hearing, shall determine the rights of the parties.

[56:177:1925; NCL 1655] + [Part 57:177:1925; NCL 1656](NRS A 1991, 1239)

NRS 78.695 Substitutionof receiver as party; abatement of actions.

1. A receiver, upon application by him, shall be substitutedas party plaintiff or complainant in the place and stead of the corporation inany suit or proceeding at law or in equity which was pending at the time of hisappointment.

2. No action against a receiver of a corporation shallabate by reason of his death, but, upon suggestion of the facts on the record,shall be continued against his successor, or against the corporation in case nonew receiver be appointed.

[58:177:1925; NCL 1657] + [59:177:1925; NCL 1658]

NRS 78.700 Salesof encumbered or deteriorating property. Whereproperty of an insolvent corporation is at the time of the appointment of areceiver encumbered with mortgages or other liens, the legality of which isbrought in question, or the property is of a character which will materiallydeteriorate in value pending the litigation, the district court may order thereceiver to sell the same, clear of encumbrances, at public or private sale,for the best price that can be obtained, and pay the money into court, there toremain subject to the same liens and equities of all parties in interest as wasthe property before sale, to be disposed of as the court shall direct.

[60:177:1925; NCL 1659]

NRS 78.705 Compensation,costs and expenses of receiver. Before distributionof the assets of an insolvent corporation among the creditors or stockholders,the district court shall allow a reasonable compensation to the receiver forhis services and the costs and expenses of the administration of the trust, andthe cost of the proceedings in the court, to be first paid out of the assets.

[61:177:1925; NCL 1660]

NRS 78.710 Distributionof money to creditors and stockholders. Afterpayment of all allowances, expenses and costs, and the satisfaction of allspecial and general liens upon the funds of the corporation to the extent oftheir lawful priority, the creditors shall be paid proportionately to theamount of their respective debts, excepting mortgage and judgment creditorswhen the judgment has not been by confession for the purpose of preferringcreditors. The creditors shall be entitled to distribution on debts not due,making in such case a rebate of interest, when interest is not accruing on thesame. The surplus funds, if any, after payment of the creditors and the costs,expenses and allowances, shall be distributed among the stockholders or theirlegal representatives in proportion to their interests.

[62:177:1925; NCL 1661]

NRS 78.715 Actsof majority of receivers effectual; removal and vacancies.

1. Every matter and thing by this chapter required tobe done by receivers or trustees shall be good and effectual, to all intentsand purposes, if performed by a majority of them.

2. The district court may remove any receiver ortrustee and appoint another or others in his place to fill any vacancy whichmay occur.

[63:177:1925; NCL 1662]

NRS 78.720 Employeesliens for wages when corporation insolvent.

1. Whenever any corporation becomes insolvent or isdissolved in any way or for any cause, the employees doing labor or service, ofwhatever character, in the regular employ of the corporation, have a lien uponthe assets thereof for the amount of wages due to them, not exceeding $1,000,which have been earned within 3 months before the date of the insolvency ordissolution, which must be paid before any other debt of the corporation.

2. The word employees does not include any of theofficers of the corporation.

[86:177:1925; NCL 1685](NRS A 1959, 607; 1983,1362)

REINCORPORATION; RENEWAL AND REVIVAL OF CHARTERS

NRS 78.725 Domesticcorporations in existence on April 1, 1925, may reincorporate under thischapter.

1. Any corporation organized and existing under thelaws of this State on April 1, 1925, may reincorporate under this chapter,either under the same or a different name, by:

(a) Filing with the Secretary of State a certificatesigned by its president and attested by its secretary and duly authorized by ameeting of the stockholders called for that purpose, setting forth thestatements required in an original certificate of incorporation by NRS 78.035; and

(b) Surrendering the existing charter or certificate ofincorporation of the corporation, and accepting the provisions of this chapter.

2. Upon the filing of the certificate, the corporationshall be deemed to be incorporated under this chapter and is entitled to andpossesses all the privileges, franchises and powers as if originallyincorporated under this chapter. All the properties, rights and privilegestheretofore belonging to the corporation, which were acquired by gift, grant,conveyance, assignment or otherwise, are hereby ratified, approved andconfirmed and assured to the corporation with like effect and to all intentsand purposes as if the same had been originally acquired through incorporationunder this chapter.

3. Any corporation reincorporating under this chapteris subject to all the contracts, duties and obligations theretofore restingupon the corporation whose charter or certificate of incorporation is thussurrendered or to which the corporation is then in any way liable.

[82:177:1925; NCL 1681](NRS A 1971, 1105; 2003, 3106)

NRS 78.730 Renewalor revival: Procedure; fee; certificate as evidence.

1. Any corporation which did exist or isexisting under the laws of this State may, upon complying with the provisionsof NRS 78.180, procure a renewal or revivalof its charter for any period, together with all the rights, franchises,privileges and immunities, and subject to all its existing and preexistingdebts, duties and liabilities secured or imposed by its original charter andamendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, whichmust set forth:

(1) The name of the corporation, which must bethe name of the corporation at the time of the renewal or revival, or its nameat the time its original charter expired.

(2) The name of the person designated as theresident agent of the corporation, his street address for the service ofprocess, and his mailing address if different from his street address.

(3) The date when the renewal or revival of thecharter is to commence or be effective, which may be, in cases of a revival,before the date of the certificate.

(4) Whether or not the renewal or revival is tobe perpetual, and, if not perpetual, the time for which the renewal or revivalis to continue.

(5) That the corporation desiring to renew orrevive its charter is, or has been, organized and carrying on the businessauthorized by its existing or original charter and amendments thereto, anddesires to renew or continue through revival its existence pursuant to andsubject to the provisions of this chapter.

(b) A list of its president, secretary and treasurer,or the equivalent thereof, and all of its directors and their addresses, eitherresidence or business.

2. A corporation whose charter has not expired and isbeing renewed shall cause the certificate to be signed by an officer of thecorporation. The certificate must be approved by a majority of the voting powerof the shares.

3. A corporation seeking to revive its original oramended charter shall cause the certificate to be signed by a person or personsdesignated or appointed by the stockholders of the corporation. The signing andfiling of the certificate must be approved by the written consent of stockholdersof the corporation holding at least a majority of the voting power and mustcontain a recital that this consent was secured. If no stock has been issued,the certificate must contain a statement of that fact, and a majority of thedirectors then in office may designate the person to sign the certificate. Thecorporation shall pay to the Secretary of State the fee required to establish anew corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has beencertified under the hand and seal of the Secretary of State, must be receivedin all courts and places as prima facie evidence of the facts therein statedand of the existence and incorporation of the corporation therein named.

[93:177:1925](NRS A 1937, 4; 1953, 314; 1985, 1872;1993, 975; 1995, 2100; 1997, 705; 1999, 1591; 2003, 3106; 2003, 20th SpecialSession, 37)

NRS 78.740 Renewalor revival: Status of corporation. Anycorporation existing on or incorporated after April 1, 1925, desiring to renewor revive its corporate existence, upon complying with the provisions of thischapter, is and continues for the time stated in its certificate of renewal tobe a corporation, and in addition to the rights, privileges and immunitiesconferred by its original charter, possesses and enjoys all the benefits ofthis chapter that are applicable to the nature of its business, and is subjectto the restrictions and liabilities by this chapter imposed on such corporations.

[95:177:1925; NCL 1694](NRS A 1993, 976)

SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS, EMPLOYEES,AGENTS AND STOCKHOLDERS

NRS 78.745 Actionagainst stockholder for unpaid subscriptions; limitation of action. No action shall be brought by the corporation against anystockholder for any unpaid subscription unless within 2 years after the debtbecomes due, and no action shall be brought against the stockholder after heshall cease to be the owner of the shares, unless brought within 2 years fromthe time he shall have ceased to be a stockholder.

[17:177:1925; NCL 1616]

NRS 78.747 Liabilityof stockholder, director or officer for debt or liability of corporation.

1. Except as otherwise provided by specific statute,no stockholder, director or officer of a corporation is individually liable fora debt or liability of the corporation, unless the stockholder, director orofficer acts as the alter ego of the corporation.

2. A stockholder, director or officer acts as thealter ego of a corporation if:

(a) The corporation is influenced and governed by thestockholder, director or officer;

(b) There is such unity of interest and ownership thatthe corporation and the stockholder, director or officer are inseparable fromeach other; and

(c) Adherence to the corporate fiction of a separate entitywould sanction fraud or promote a manifest injustice.

3. The question of whether a stockholder, director orofficer acts as the alter ego of a corporation must be determined by the courtas a matter of law.

(Added to NRS by 2001, 3170)

NRS 78.750 Serviceof process on corporations.

1. In any action commenced against any corporation inany court of this State, service of process may be made in the manner providedby law and rule of court for the service of civil process.

2. Service of process on a corporation whose charterhas been revoked or which has been continued as a body corporate pursuant to NRS 78.585 may be made by mailing copies ofthe process and any associated records by certified mail, with return receiptrequested, to:

(a) The resident agent of the corporation, if there isone; and

(b) Each officer and director of the corporation as namedin the list last filed with the Secretary of State before the dissolution orexpiration of the corporation or the forfeiture of its charter.

The mannerof serving process described in this subsection does not affect the validity ofany other service authorized by law.

[81:177:1925; NCL 1680](NRS A 1979, 568; 1997,474; 2001, 1377, 3199; 2003, 3107)

NRS 78.7502 Discretionaryand mandatory indemnification of officers, directors, employees and agents:General provisions.

1. A corporation may indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative, except an action by or in the right of the corporation, byreason of the fact that he is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses, including attorneysfees, judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with the action, suit or proceeding if he:

(a) Is not liable pursuant to NRS 78.138; or

(b) Acted in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of thecorporation, and, with respect to any criminal action or proceeding, had no reasonablecause to believe his conduct was unlawful.

Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction or upon a plea of nolo contendere or its equivalent, does not, ofitself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the bestinterests of the corporation, or that, with respect to any criminal action orproceeding, he had reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the corporation to procure ajudgment in its favor by reason of the fact that he is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against expenses,including amounts paid in settlement and attorneys fees actually and reasonablyincurred by him in connection with the defense or settlement of the action orsuit if he:

(a) Is not liable pursuant to NRS 78.138; or

(b) Acted in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of thecorporation.

Indemnification may not be made for any claim, issue or matter as to which sucha person has been adjudged by a court of competent jurisdiction, afterexhaustion of all appeals therefrom, to be liable to the corporation or foramounts paid in settlement to the corporation, unless and only to the extentthat the court in which the action or suit was brought or other court ofcompetent jurisdiction determines upon application that in view of all thecircumstances of the case, the person is fairly and reasonably entitled toindemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee oragent of a corporation has been successful on the merits or otherwise indefense of any action, suit or proceeding referred to in subsections 1 and 2,or in defense of any claim, issue or matter therein, the corporation shallindemnify him against expenses, including attorneys fees, actually andreasonably incurred by him in connection with the defense.

(Added to NRS by 1997, 694; A 2001, 3175)

NRS 78.751 Authorizationrequired for discretionary indemnification; advancement of expenses; limitationon indemnification and advancement of expenses.

1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court oradvanced pursuant to subsection 2, may be made by the corporation only asauthorized in the specific case upon a determination that indemnification ofthe director, officer, employee or agent is proper in the circumstances. Thedetermination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of aquorum consisting of directors who were not parties to the action, suit orproceeding;

(c) If a majority vote of a quorum consisting ofdirectors who were not parties to the action, suit or proceeding so orders, byindependent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were notparties to the action, suit or proceeding cannot be obtained, by independentlegal counsel in a written opinion.

2. The articles of incorporation, the bylaws or anagreement made by the corporation may provide that the expenses of officers anddirectors incurred in defending a civil or criminal action, suit or proceedingmust be paid by the corporation as they are incurred and in advance of thefinal disposition of the action, suit or proceeding, upon receipt of anundertaking by or on behalf of the director or officer to repay the amount ifit is ultimately determined by a court of competent jurisdiction that he is notentitled to be indemnified by the corporation. The provisions of thissubsection do not affect any rights to advancement of expenses to whichcorporate personnel other than directors or officers may be entitled under anycontract or otherwise by law.

3. The indemnification pursuant to NRS 78.7502 and advancement of expensesauthorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a personseeking indemnification or advancement of expenses may be entitled under thearticles of incorporation or any bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, for either an action in his officialcapacity or an action in another capacity while holding his office, except thatindemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement ofexpenses made pursuant to subsection 2, may not be made to or on behalf of anydirector or officer if a final adjudication establishes that his acts oromissions involved intentional misconduct, fraud or a knowing violation of thelaw and was material to the cause of action.

(b) Continues for a person who has ceased to be adirector, officer, employee or agent and inures to the benefit of the heirs,executors and administrators of such a person.

(Added to NRS by 1969, 118; A 1987, 83; 1993, 976;1997, 706; 2001, 1377,3199)

NRS 78.752 Insuranceand other financial arrangements against liability of directors, officers,employees and agents.

1. A corporation may purchase and maintain insuranceor make other financial arrangements on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise forany liability asserted against him and liability and expenses incurred by himin his capacity as a director, officer, employee or agent, or arising out ofhis status as such, whether or not the corporation has the authority toindemnify him against such liability and expenses.

2. The other financial arrangements made by thecorporation pursuant to subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnificationby granting a security interest or other lien on any assets of the corporation.

(d) The establishment of a letter of credit, guarantyor surety.

No financialarrangement made pursuant to this subsection may provide protection for aperson adjudged by a court of competent jurisdiction, after exhaustion of allappeals therefrom, to be liable for intentional misconduct, fraud or a knowingviolation of law, except with respect to the advancement of expenses orindemnification ordered by a court.

3. Any insurance or other financial arrangement madeon behalf of a person pursuant to this section may be provided by thecorporation or any other person approved by the board of directors, even if allor part of the other persons stock or other securities is owned by thecorporation.

4. In the absence of fraud:

(a) The decision of the board of directors as to thepropriety of the terms and conditions of any insurance or other financialarrangement made pursuant to this section and the choice of the person toprovide the insurance or other financial arrangement is conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2) Does not subject any director approving itto personal liability for his action,

even if adirector approving the insurance or other financial arrangement is abeneficiary of the insurance or other financial arrangement.

5. A corporation or its subsidiary which providesself-insurance for itself or for another affiliated corporation pursuant tothis section is not subject to the provisions of title 57 of NRS.

(Added to NRS by 1987, 80)

SECRETARY OF STATE: DUTIES AND FEES

NRS 78.755 Duties:Collection of fees; employment of new technology to aid in performance.

1. The Secretary of State, for services relating tohis official duties and the records of his office, shall charge and collect thefees designated in NRS 78.760 to 78.785, inclusive.

2. The Secretary of State may accept the filing ofrecords by facsimile machine and employ new technology, as it is developed, toaid in the performance of all duties required by law. The Secretary of Statemay establish rules, fee schedules and regulations not inconsistent with law,for filing records by facsimile machine and for the adoption, employment anduse of new technology in the performance of his duties.

[Part 1:52:1933; A 1949, 363; 1951, 393] + [Part2:52:1933; A 1949, 409; 1943 NCL 7421.02](NRS A 1979, 76; 1991, 1239; 1997,2810; 2003, 3107)

NRS 78.760 Filingfees: Articles of incorporation.

1. The fee for filing articles of incorporation isprescribed in the following schedule:

 

If the amountrepresented by the total number of shares provided for in the articles is:

$75,000 or less........................................................................................................... $75

Over $75,000 andnot over $200,000...................................................................... 175

Over $200,000 andnot over $500,000.................................................................... 275

Over $500,000 andnot over $1,000,000................................................................. 375

Over $1,000,000:

For thefirst $1,000,000...................................................................................... 375

For eachadditional $500,000 or fraction thereof........................................... 275

 

2. The maximum fee which may be charged pursuant tothis section is $35,000 for:

(a) The original filing of articles of incorporation.

(b) A subsequent filing of any instrument whichauthorizes an increase in stock.

3. For the purposes of computing the filing feesaccording to the schedule in subsection 1, the amount represented by the totalnumber of shares provided for in the articles of incorporation is:

(a) The aggregate par value of the shares, if onlyshares with a par value are therein provided for;

(b) The product of the number of shares multiplied by$1, regardless of any lesser amount prescribed as the value or considerationfor which shares may be issued and disposed of, if only shares without parvalue are therein provided for; or

(c) The aggregate par value of the shares with a parvalue plus the product of the number of shares without par value multiplied by$1, regardless of any lesser amount prescribed as the value or considerationfor which the shares without par value may be issued and disposed of, if shareswith and without par value are therein provided for.

For thepurposes of this subsection, shares with no prescribed par value shall bedeemed shares without par value.

4. The Secretary of State shall calculate filing feespursuant to this section with respect to shares with a par value of less thanone-tenth of a cent as if the par value were one-tenth of a cent.

[Part 1:52:1933; A 1949, 363; 1951, 393](NRS A 1975,478; 1977, 402; 1983, 690; 1989, 978; 1991, 1240; 1993, 555, 978; 1995, 1115; 2001, 1378, 3176, 3199; 2003, 20th SpecialSession, 37)

NRS 78.765 Filingfees: Certificate changing number of authorized shares; certificate ofamendment to articles; certificate of correction; certificate of designation;certificate of termination; certificate of withdrawal.

1. The fee for filing a certificate changing thenumber of authorized shares pursuant to NRS78.209 or a certificate of amendment to articles of incorporation thatincreases the corporations authorized stock or a certificate of correctionthat increases the corporations authorized stock is the difference between thefee computed at the rates specified in NRS78.760 upon the total authorized stock of the corporation, including theproposed increase, and the fee computed at the rates specified in NRS 78.760 upon the total authorizedcapital, excluding the proposed increase. In no case may the amount be lessthan $175.

2. The fee for filing a certificate of amendment toarticles of incorporation that does not increase the corporations authorizedstock or a certificate of correction that does not increase the corporationsauthorized stock is $175.

3. The fee for filing a certificate or an amendedcertificate pursuant to NRS 78.1955 is$175.

4. The fee for filing a certificate of terminationpursuant to NRS 78.209, 78.380 or 78.390or a certificate of withdrawal pursuant to NRS78.1955 is $175.

[Part 1:52:1933; A 1949, 363; 1951, 393](NRS A 1983,691; 1989, 978; 1991, 1240; 1993, 979; 1995, 1115, 2101; 1997, 708; 1999, 1592; 2001, 1379, 3177, 3199; 2003, 20th SpecialSession, 38)

NRS 78.767 Filingfees: Certificates of restated articles of incorporation.

1. The fee for filing a certificate of restatedarticles of incorporation that does not increase the corporations authorizedstock is $175.

2. The fee for filing a certificate of restatedarticles of incorporation that increases the corporations authorized stock isthe difference between the fee computed pursuant to NRS 78.760 based upon the total authorizedstock of the corporation, including the proposed increase, and the fee computedpursuant to NRS 78.760 based upon thetotal authorized stock of the corporation, excluding the proposed increase. Inno case may the amount be less than $175.

(Added to NRS by 1959, 682; A 1983, 691; 1989, 979;1993, 979; 1995, 1116; 2001,3177; 2003,20th Special Session, 39)

NRS 78.780 Filingfee: Certificate of dissolution. The fee for filing a certificate ofdissolution whether it occurs before or after payment of capital and beginningof business is $75.

[Part 1:52:1933; A 1949, 363; 1951, 393](NRS A 1981,1890; 1989, 979; 1993, 979; 2001, 3178; 2003, 20th SpecialSession, 39; 2005,2252)

NRS 78.785 Miscellaneousfees.

1. The fee for filing a certificate of change oflocation of a corporations registered office and resident agent, or a newdesignation of resident agent, is $60.

2. The fee for certifying a copy of articles ofincorporation is $30.

3. The fee for certifying a copy of an amendment toarticles of incorporation, or to a copy of the articles as amended, is $30.

4. The fee for certifying an authorized printed copyof the general corporation law as compiled by the Secretary of State is $30.

5. The fee for reserving a corporate name is $25.

6. The fee for signing a certificate of corporateexistence which does not list the previous records relating to the corporation,or a certificate of change in a corporate name, is $50.

7. The fee for signing a certificate of corporateexistence which lists the previous records relating to the corporation is $50.

8. The fee for signing, certifying or filing anycertificate or record not provided for in NRS78.760 to 78.785, inclusive, is $50.

9. The fee for copies provided by the Office of theSecretary of State is $2 per page.

10. The fees for filing articles of incorporation,articles of merger, or certificates of amendment increasing the basic surplusof a mutual or reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of the amount ofbasic surplus of the insurer.

11. The fee for examining and provisionally approvingany record at any time before the record is presented for filing is $125.

[Part 1:52:1933; A 1949, 363; 1951, 393](NRS A 1959,689; 1975, 565; 1977, 403; 1979, 398; 1981, 141; 1983, 692; 1985, 1873; 1987,1058; 1989, 979; 1991, 1241; 1993, 979; 1995, 1116; 2001, 1379, 3178, 3199; 2003, 225, 3107; 2003, 20th SpecialSession, 39; 2005,2252)

MISCELLANEOUS PROVISIONS

NRS 78.795 Registrationof natural person or corporation willing to serve as resident agent forcorporation, limited-liability company or limited partnership.

1. Any natural person or corporation residing orlocated in this State may register for that calendar year his willingness toserve as the resident agent of a domestic or foreign corporation,limited-liability company or limited partnership with the Secretary of State.The registration must state the full, legal name of the person or corporationwilling to serve as the resident agent and be accompanied by a fee of $500 peroffice location of the resident agent.

2. The Secretary of State shall maintain a list ofthose persons who are registered pursuant to subsection 1 and make the listavailable to persons seeking to do business in this State.

3. The Secretary of State may amend any informationprovided in the list if a person who is included in the list:

(a) Requests the amendment; and

(b) Pays a fee of $50.

4. The Secretary of State may adopt regulationsprescribing the content, maintenance and presentation of the list.

(Added to NRS by 1995, 1111; A 1999, 1593; 2003, 20th SpecialSession, 39)

 

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